OUTER CIRCLE CLUB
A Texas Non-profit Corporation
Article I — NAME: The name of this Corporation shall be Outer Circle Club (“Club”).
Article II — PURPOSE: The purpose of the Club is:
A. To offer a welcoming and safe environment for a person and their partner who desire to abstain from obsessive/compulsive sexual behaviors at an accessible location for meetings and fellowship, hereinafter, referred to as a “Group” from an “S Fellowship;”
B. Notwithstanding Article II(A), the Club shall be exclusively charitable within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, and all funds, whether income or principal and whether acquired by gift, contribution or otherwise, shall be devoted to said purposes; and
C. An “S Fellowship” includes but is not limited to Co-dependents of Sex Addicts (COSA), Recovering Couples Anonymous (RCA), Sexaholics Anonymous (SA), Sex Addicts Anonymous (SAA), Sex and Love Addicts Anonymous (SLAA), S-Anon, and Infidelity Survivors Anonymous (ISA).
Article III — PROHIBITIONS: At all times shall the following operate as conditions restricting the operations and activities of the Club:
A. No part of the net earnings of the Club shall inure to the benefit of, or be distributed to its members, trustees, officers, or others private persons, except that the Club shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in Article II hereof.
B. No substantial part of the activities of the Club shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
C. Notwithstanding any other provisions of this document, the Club shall not carry on any activity not permitted to be carried on (a) by an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986 as now enacted or hereafter amended and the Treasury Regulations pursuant thereto, or (b) by an organization, contributions to which are deductible under Section 170 (c)(2) of the Internal Revenue Code as now enacted or hereafter amended and the Treasury Regulations pursuant thereto.
Article IV — MEMBER: Anyone and their partner who has a desire to abstain from obsessive/compulsive sexual and related behaviors and is a member of an “S Fellowship” may become a Club Member (“Member”).
A. Qualification for Membership: The Club shall have one class of members. To become a Member in “Good Standing,” a person must (1) complete the Membership Application as established by the Board of Directors (“Board”) and (2) pay Club dues as determined by the Board. Membership in this Club is not transferable or assignable.
B. Voting: The right to vote shall be extended to those Members who have paid Club dues for a minimum of three (3) consecutive months including the month in which the vote is taking place and the two (2) months immediately preceding. The Member’s right to vote shall include the right to vote on the Members to be elected to the Board, the amendment of these Bylaws, and such other matters that may be put to a vote of the Members in an Annual Meeting or a Special Meeting of the Members.
C. Anonymity of Membership Roster: A roster of current Members shall be maintained by the Club. Members on the roster shall be identified only by the Member’s first name and last initial. In order to facilitate the orderly keeping of certain business records and to solicit membership renewals and contributions, there shall be a second secure list which will include the complete name and contact information of each Member and will only be shared with the Directors and to those whom the Board deem necessary to conduct Club business.
D. Violation of Principles, Rules and Code of Conduct: Any Member or Guest who violates one or more Guiding Principles, Meeting Rules, or Code of Conduct shall be subject to action, as the Board in its sole discretion shall determine, including, but not limited to, termination of the Member’s status, rights and privileges as Member and the forfeiting of any and all Club dues previously paid.
Article V — GUEST: Anyone and their partner who has a desire to abstain from obsessive/compulsive sexual and other related behavior is welcome to attend a Group, exchange fellowship with the other members of an S Fellowship who may be at the Club, and to generally avail himself/herself to an activity and opportunity offered at and by the Club. Each Member, member of the Board of Directors (“Director”) or Officer of the Club is considered a guest of the Club (“Guest”).
Article VI — MEMBER MEETINGS
A. Annual Meeting: A meeting of the Members (“Annual Meeting”) shall be held by the third (3rd) Tuesday in January of each year for the purpose of electing Directors and for such other business as deemed necessary by the Board of Directors.
B. Special Meeting: A Special Meeting may be called either (a) by a majority of the Board of Directors or (b) at the request of the Members in the form of a petition signed by at least twenty-five percent (25%) of the Members. In either case, the Board shall set the time and date of the Special Meeting. Except in cases of emergency, no less than ten (10) days and no more than 50 days’ notice shall be given.
C. Notice of Meeting: Notice of a Member Meeting shall be given by electronic mail (“email”) and the Club website at least ten (10) days before the meeting.
D. Quorum: For an Annual Meeting, the number of Members present shall constitute a quorum. For a Special Meeting, one-third (1/3) of the current membership roster count shall constitute a quorum. For a Special Meeting to amend or rescind all or a portion of the Bylaws, at least one-half (1/2) of the current membership roster count must be present and shall constitute a quorum.
E. Voting: Each Member, whose dues payments are current and is in Good Standing with the Club, shall have only one vote.
F. Proxy: A Member may vote by proxy provided the proxy is received by the Club Secretary in writing signed by the member and verified by the Secretary before the meeting commences. Proxies can only be used at the meeting for which they are specified and become void at the adjournment of the meeting. The right to vote via Proxy may be granted only to a Member in Good Standing.
Article VII — BOARD of DIRECTORS: The Club shall be governed by a Board of Directors. Management of the affairs of the Club is vested in its Board of Directors and their designated or elected officers.
A. Size: Initially, the Board shall consist of five (5) Directors, three (3) of whom are listed in the Amended Certificate of Formation who shall serve until the second Annual Meeting. The remaining two (2) Board Members shall serve until the first Annual Meeting. At the first Annual Meeting, the size of the Board shall increase to seven (7) Directors by the election of four (4) Directors.
B. Nominations and Elections: Elections for the Directors shall be held at the Annual Meeting of the Members.
1. Qualifications: To qualify for election as Director, a Club Member must (a) be in Good Standing for the last twelve (12) months; (b) positively assert that they regularly attend S Fellowship meetings for at least two (2) years; (c) positively assert they are abstinent from inner circle/bottom line behavior for at least one (1) year; and (d) must not hold an Officer position in any other S Fellowship Club while serving as Director. Exceptions to the abstinence requirement may be made at the sole discretion of the Board of Directors.
2. Term: Except as provided in Article VII(A):
a. A Member elected as Director shall serve on the Board for a period of two (2) consecutive years.
b. The term of each elected Director shall begin and end at the Annual Meeting of the Members. At the completion of a Director’s two-year term, a Member is eligible for re-election at the Annual Meeting of the Members. A Director shall not serve more than two (2) consecutive terms, but may be eligible for election again after one (1) year removed from the Board.
3. Nominations: (See Section X.A for additional details on Nominating Committee procedures.) For elections at an Annual Meeting, a Nominating Committee shall be established by the Board of Directors to be comprised of three (3) Club members in good standing, who will develop a slate of Director Nominees to be presented to the Members. The Secretary will present the named candidates to the President who will electronically mail (email) the Membership before December 15th prior to the upcoming Annual Meeting. Also, Director Nominations may come from any two (2) Members in Good Standing. For legitimacy, a written acceptance of nomination by the named candidate must be received by the Board before December 30th prior to the upcoming Annual Meeting. The Secretary will present the final ballot to the President who will electronically mail (email) the Membership before January 5th prior to the upcoming Annual Meeting.
4. Acceptance by the Nominee: Before a person’s name can be placed on a ballot, the approval and acceptance of the nomination by the nominee is required in writing, together with a written acknowledgement of a willingness to break anonymity insofar as the operation of the Club is concerned and that he/she meets the other qualifications for being a member of the Board.
5. Vacancies: In the event an elected Director resigns, retires, is otherwise unable or unwilling to perform the duties of a Director, or a Board vacancy is created for any reason whatsoever, the President may call a Special Meeting of the Members for the purpose of electing a replacement for the vacated position. Nominations for filling the vacancy shall be made either by the Nominating Committee or from any two (2) Members of the Club in good standing including having dues paid for three (3) previous months, including the month in which nomination is made. Should a vacancy occur and there are three (3) months or less remaining in the current term, the Nominating Committee may nominate a replacement to the position subject to the ratification by a simple majority of the Board. With the Board ratification, the nominee will then serve out only the remaining portion of the current term. Following the election of a new Director, the Board shall determine if the officer titles and duties need to be reassigned.
6. Removal of a Director: Any member of the Board may be removed for cause at any annual, regular or special meeting of the Board whenever, in the judgment of a simple majority of the full Board, the best interest of the Club would be served thereby. Failure to be present at any two (2) consecutive meetings without reasonable cause as determined by the Board in its sole discretion or nonpayment of dues for two (2) months automatically disqualifies a Director from continued membership on the Board. The Board may elect to suspend a Director’s position due to hardship, illness, or other extenuating circumstances, which it is hereby empowered to do for whatever period of time it deems in its sole discretion to be appropriate. In addition, if a Director experiences a loss of sobriety such that he/she engages in “inner circle/bottom-line behavior,” it shall be reported to the Board and the Board, in its sole discretion, shall decide the proper course of action including but not limited to no action being taken, requesting the Member to step down as Director and/or removing the Member as Director and Officer of the Club.
Article VIII — BOARD of DIRECTOR MEETINGS
A. Annual Board Meeting: Within ten (10) days following the Annual Meeting of the Members, the Board shall hold an Annual Board Meeting (“Annual Board Meeting”) to elect Officers of the Club (see Article IX) from among the Directors of the Club. This meeting shall be open to all Members to observe.
B. Regular Board Meeting: A regular meeting of the Board (“Regular Board Meeting”) shall be held periodically and at least quarterly. With the exception of extenuating circumstances, a Regular Board Meeting shall be held at the Club. A Regular Board Meeting shall be closed, except that the Board shall have liberal discretion in regards to allowing Members who are not on the Board to observe.
C. Special Board Meeting: The Club Secretary may call a special meeting of the Board (“Special Board Meeting”) whenever requested by the Board chairperson, any other two (2) Directors, or Article VI (B).
D. Notice of Meeting: Notice of a meeting of the Board (annual, regular, or special) shall be delivered to each Director stating the date, time, and location of the meeting either personally or by mail, telephone, or electronic mail (email), at the discretion of the Secretary.
E. Quorum: A simple majority of the Board shall constitute a quorum. The act of a simple majority of the Directors present shall be the act of the Board of Directors.
F. Action by Circulation: Any action required by law to be taken at a meeting of the Board or any action which may be taken at a meeting of the Board, may be taken without a meeting of the Board if all the members of the Board sign a formal written consent or respond via electronic mail (email).
Article IX — DUTIES of OFFICERS: Upon election at the Annual Board Meeting, Officers of the Club shall serve for a one (1) year term ending at the next Annual Board Meeting.
A. President: The Director serving as President of the Club shall also be the Chairman of the Board and preside over all Board and Member meetings, call special meetings, coordinate activities of the Board and call special elections. In addition, he/she is an ex-officio member of every Club committee, except the Nominating Committee, and may attend any meeting in person or may delegate this responsibility to another Director.
B. 1st Vice-President: The Director serving as 1st Vice-President shall supervise daily Club operations, maintain a schedule of all Outer Circle Group meetings, and report on such operations at Regular Board Meetings. In addition, the 1st Vice-President shall, in the absence of the President, preside over Board and Member meetings and may be called on to perform other tasks the President deems appropriate.
C. Secretary: The Director serving as Secretary shall take, keep and distribute minutes of all Board and Member meetings and elections, present and post notices to the President who will electronically mail (email) the notices for all Board and Member meetings, support the website, create and maintain a permanent file of important Club documents, and may be called on to perform other tasks the Club President deems appropriate.
D. Treasurer: The Treasurer shall maintain custody of Club funds and securities, keep full and accurate accounting records of all Club receipts and disbursements as well as assets and liabilities and report same to Club members and appropriate government, tax and legal authorities, deposit all monies and other valuable effects in the name and to the credit of the Club in such depositories designated by the Board of Directors, and may be called on to perform other tasks the President deems appropriate.
E. 2nd Vice-President: The Director serving as 2nd Vice-President shall maintain a roster of Members and coordinate all Member activities. The 2nd Vice-President shall present an updated and accurate roster of Club Members at each Regular Board Meeting. The 2nd Vice-President shall also assist the 1st Vice-President in the daily operations of the Club and may be called on to perform other tasks the President deems appropriate.
F. Power of Director/Officer: Each Director/Officer shall have, subject to these Bylaws, in addition to the duties and powers specifically set forth herein, such powers and duties as are commonly incident to his/her office and such duties as the Board shall from time to time designate. All Officers shall perform their duties subject to the direction and under the supervision of the Board. In addition, the Board may authorize a Director or Officer to enter into a contract or execute or deliver an instrument in the name of, and on behalf of, the Club. Such authority may be general or confined to specific instances. Unless so authorized by the Board, no Officer, agent, or employee of the Club shall have the power or authority to bind the Board or the Club by an engagement or contract to pledge its credit or render it liable for any purpose or amount.
G. The Board shall create, adopt, and adhere to a set of Guiding Principles, appropriate for an outside but S Fellowship related enterprise, which shall guide the Board and the OCC in its affairs. The Guiding Principles may be revised and modified by the Board, as circumstances warrant.
Article X — COMMITTEES: The Board may from time to time create, change, and dissolve committees and appoint members and chairpersons thereto to assist with the business of the Club. All members of a committee must be confirmed by a simple majority of the Board, must be a Member of the Club in Good Standing for at least the last six (6) months, and must assert they attend S Fellowship meetings regularly for at least the last six (6) months, and have at least six (6) months of continuous sobriety. If, in the Board’s sole discretion, a Member is not able to perform the duties as a member of a committee, the Board may take whatever action it deems appropriate, including but not limited to, removing the Member from the committee.
A. Nominating Committee: Notwithstanding the above, the Nominating Committee shall be a standing committee which shall nominate the initial slate of candidates for election as Director to fill vacancies on the Board. There shall be three (3) members of the Nominating Committee. A Board Member cannot be a voting member of the Nominating Committee. The Board shall elect the members of the Nominating Committee to terms of two (2) years and can be reelected for one additional term such that they serve on the Nominating Committee for two (2) consecutive terms. After this they must step down for one (1) year after which they may be elected to serve again. The President and the Secretary shall be non-voting members of the Nominating Committee and shall assist the Nominating Committee in conducting its business. To qualify as a member of the Nominating Committee, a person must be a Member of the Club in Good Standing.
Article XI — OUTER CIRCLE CLUB GROUPS: All Outer Circle Group meetings and activities at the Club shall fall under the general direction of the Board. The Board shall develop a set of general meeting rules (“Meeting Rules”) and each Outer Circle Club Group must conform to the Meeting Rules as well as the Code of Conduct and these Bylaws.
Article XII — AMENDMENT of BYLAWS: A change to the Bylaws may be proposed by either a simple majority vote of the Board or by obtaining the signatures of no less than twenty-five percent (25%) of the voting Members of the Club on a petition containing the proposed amendment(s), the Member first name and last initial of each petitioner, and the date signed. The proposed amendment(s) shall be presented by the Secretary at the next Annual or Special Meeting of the Members. A vote of at least a simple majority of the Members present at the meeting is required to pass the amendment. Once passed, the Board at its next Regular Board Meeting shall consider the proposed amendment and if a simple majority of the entire Board votes to adopt the amendment it shall be effective immediately. If the Board does not vote to adopt the proposed amendment, the President shall call a Special Meeting of the Members within 30 days of the Board’s action. The only item of business at this Special Meeting shall be the discussion and vote of the proposed amendment and, if at least a simple majority of all voting Members present approve, the proposed amendment(s) shall become effective immediately.
Article XIII – DISSOLUTION: If the Club should dissolve for any reason whatsoever, dissolution shall be undertaken in accordance with the laws of the State of Texas as pertains to nonprofit corporations, and any applicable federal laws as pertain to 501(c)(3) designations. All assets remaining after debt satisfaction shall be distributed as a 50/50 split between the ISO of SAA or its successor and the FWS of SLAA or its successor.
Article XIV — INDEMNIFICATION: The Club shall indemnify a person who was, is, or threatened to be made a named defendant or respondent in a proceeding because the person is or was a Director/Officer of the Club according to Article 1396-2.22A of the Texas Nonprofit Corporation Act as it now exists or as it may hereinafter be amended.
Article XV – BOARD APPROVAL of EXPENDITURES: Any expenditure above $500.00 shall require Board approval. In addition, all disbursements from a Club banking account shall require formal approval by any two (2) Directors of the Board.
Revised and adopted by the Board of Directors in accordance with the Members Annual Meeting of January 9, 2017.
Signature on File
January 9, 2017