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BYLAWS1 FOR THE OHIO ROUNDUP STEERING COMMITTEE

 

PURPOSE

The Ohio Roundup is an annual conference held in August, catering to the recovering gay, lesbian, bisexual and transgendered (GLBT) community in Ohio. Every year the Ohio Roundup moves to a select city in Ohio.2

PREAMBLE

 

The Ohio Roundup Steering Committee (ORSC) is the collective group conscience of the GLBT members of Alcoholics Anonymous (AA) in the State of Ohio. Our purpose is tri-fold:

1.     Our primary purpose, as for every AA group and in every type of AA service work, is to carry the AA message to the alcoholic who still suffers.

2.     Since our personal recovery depends upon AA unity, our second purpose is the unity of Ohio's GLBT recovering alcoholics within the fellowship of Alcoholics Anonymous.

3.     Our third purpose is to assure the continuation of the Ohio Roundup; to assure that the direction, effectuation and execution of the Ohio Roundup shall always emphasize the value of sobriety.

The Ohio Roundup Steering Committee shall continually address the problems of all recovering alcoholics with special attention being given to the needs of GLBT recovering alcoholics. To this end, we shall establish and maintain an efficient and effective communication network for our members. We shall adhere to the principles of Alcoholics Anonymous. The Twelve Steps, the Twelve Traditions and the Twelve Concepts of World Service shall govern all our affairs.

In acceptance of this Preamble, we hereby approve the following bylaws:

 

I. MEMBERSHIP

The Ohio Roundup Steering Committee shall be established in the following manner:

A.   Each city in Ohio shall be represented by an elected or approved delegate.

B.    In the absence of the delegate, his or her designated alternate shall represent the city.

C.    A city's delegate, shall serve a term of one year.

D.   A city's alternate shall serve a two year term; the first year as the alternate and the second year as delegate.

E.    A new alternate shall be selected by each participating city each year.

F.    Terms of office shall begin with the first meeting of the Steering Committee following the Ohio Roundup. Ohio Roundup Steering Committee will resolve any dispute regarding who holds the rightful vote for a city.3

G.   Delegates or alternates shall attend all Steering Committee meetings.

H.   All delegates or alternates shall have a minimum of one year of continuous sobriety.

I.      The delegate or alternate is a trusted servant and representative of the collective group conscious of the City they represent.4

J.     It is the delegate or alternates responsibility to keep their City informed of ORSC business and actions.4

K.   City delegates and the elected officers constitute the entire Ohio Roundup Steering Committee. 9

II. MEETINGS

A.     Regularly scheduled meetings shall be held at a minimum of four times annually.

1.     One is to be held at the Ohio Roundup.

2.     One is to be held the Sunday before Thanksgiving4 for purpose of final report and accounting from Roundup and turn over any excess money5.

3.     One is to be held the last Sunday of February.

4.     One is to be held the first Sunday of June.

The chairperson shall be permitted to schedule other meetings as needed.

 

III. ROUNDUP HOST CITIES

The hosting of the Annual Ohio Roundup shall be rotated among the cities within the State of Ohio. This rotation shall be made on a bid-award basis in accordance with the requirements suggested by the International Advisory Council of Homosexual Men and Women in Alcoholics Anonymous.

 

The Ohio Roundup bidding requirements are that any bid:

A.     Must be submitted by at least three GLBT members of Alcoholics Anonymous, each of whom has at least one year of continuous sobriety;

B.     Must show to have contracted for an adequate block of rooms to be made available to reserve by attendees of Roundup5;

C.     Must provide assurance that a mailing address for the Roundup will be established;

D.     Must provide assurance that the Ohio Roundup will be held on the weekend immediately preceding Labor Day Weekend;

E.      Must furnish statements of support from local (bidding city) GLBT members of Alcoholics Anonymous, as well as from the areas Intergroup Chairman, or from some comparable AA officer;

F.      Must demonstrate sound financial status and/or fiscal planning, adhering to the Traditions of Alcoholics Anonymous, and including a proposed budget with pricing information;

G.     Must contain assurance that all proceeds, after expenses, will be turned over to the Ohio Roundup Steering Committee for disposition. Careful review and examination will be given to bids from Cities not previously hosted the Roundup and Cities which in the past have been unable to return seed money to ORSC;4

H.     Must have elected a treasurer with a minimum of five years of sobriety4 and must agree to make a full accounting of Roundup income and expenses and return all seed money and other remaining funds to the Steering Committee at the first meeting following the conference;

I.       Must provide the budgetary portion and contracts to the ORSC at the June meeting of the year prior to the Roundup, and must present the full bid package to the ORSC at the Roundup meeting of ORSC held at the conference4;

J.       Must agree to provide a detailed report on progress and/or difficulties regarding Roundup implementation at each scheduled meeting of the Roundup Steering Committee, bearing in mind that each Roundup is an expression of the unity and love of all Ohio's homosexual men and women in AA Prior to the close of the Roundup, all eligible bids will be reviewed by the committee and a host city for the next Roundup will be selected and announced;

K.     Must make declaration of intent to bid one year prior to formal bid and two years prior to Roundup to be hosted4;

L.      The following shall be incorporated into all roundup logos:
1. The name “Ohio Roundup”
2. The name of the city
3. The four digit year
4. The annual numerical number
5. The dates of the roundup
6. The theme of the roundup 15;

M.   Must furnish, at the first meeting following the Roundup, to the ORSC, to the next Roundup Committee and to the Committee declaring an intent to bid, the following:

1.     A copy of the mailing list used for the Roundup.

2.     The number of banquets and brunches sold.

3.     The number of hotel rooms rented.

4.     The number of T-shirts and mugs ordered.

5.     A list of suggested fundraisers that were successful.

6.     List of Scholarship Recipients.

7.     The total number of registrations received.4  

N.     Must secure Special Event liability insurance sufficient to protect host committee and Roundup Steering Committee.4

O.     Budget should be re-submitted to ORSC in February11;

P.      The size of the conference banner may not exceed four feet by six feet in size5.

 

IV. ADMINISTRATION

A. The Roundup Steering Committee delegates shall elect the following officers:

1.     Chairperson - The chairperson shall preside over all meetings of the Steering Committee and shall have the authority to appoint committees and committee chairpersons from the fellowship as a whole, with the exception of the Host Committee for the Ohio Roundup.

2.     Vice-Chairperson - The Vice-Chairperson shall serve in the absence of the chairperson, and shall assume the position of Chairperson in the event that the elected Chairperson is unable to complete his/her term of office. The Vice-Chairperson shall have other duties as assigned by the Chairperson. The Vice-Chairperson will succeed the Chairperson after two years. 9

3.     Secretary - The Secretary, or his/her assigned alternate, shall be present at all Steering Committee meetings and shall reduce to writing the abbreviated minutes of the meetings, including action taken on all motions; shall be responsible for maintaining minutes from past meetings and current meetings in order for the Archives; and, shall forward minutes to each delegate, officer, and alternate after each Steering Committee meeting.

4.     Treasurer - The treasurer shall keep the books and records of accounts, and shall give a financial status report at each meeting. The Treasurer should have a minimum of five years sobriety.4

5.     Alternate Secretary - The Alternate Secretary shall serve in the absence of the Secretary, and shall assume the position of Secretary in the event that the elected Secretary is unable to complete his/her term of office. The Alternate Secretary will succeed the Chairperson after two years.9

6.     Alternate Treasurer - The Alternate Treasurer shall serve in the absence of the Treasurer, and shall assume the position of Treasurer in the event that the elected Treasurer is unable to complete his/her term of office. The Alternate Treasurer will succeed the Treasurer after two years. 9

B.     The following are the eligibility requirements for Steering Committee officers/candidates:

1.     The Chairperson shall not be a member of the current Roundup Host Committee.

2.     All officers must have a minimum of one year of continuous sobriety, except for the Treasurer, who must have a minimum of five years sobriety.

3.     No officer shall succeed himself/herself in any given office.

4.     It is suggested potential officers of the ORSC shall have first served as city delegates on the general committee prior to being voted in to hold an office.4

C.    Election of officers

1.     Election of officers shall be held at the Roundup biannually and will consist of electing new Vice Chairperson, Alternate Secretary, and Alternate Treasurer.9

2.     All terms commence at the first regularly scheduled Committee Meeting following the Roundup.

D.   All officers shall serve a term of two years, or until duly replaced.

E.    In the event an officer cannot fulfill the entire term, a replacement will be elected by the remaining committee at the next regularly scheduled committee meeting.9

F.    All officers are vested with the authority to represent the Steering Committee in its ongoing activities.

G. Conflict of Interest Policy15

1.     The purpose of the conflict of interest policy is to protect the Ohio Roundup Steering Committee’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer of the ORSC or might result in a possible excess benefit transaction.  This policy is intended to supplement not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable ORSCs.

2.     The conflict of interest policy is a separate document that shall be provided to all officers of the Ohio Roundup Steering Committee and Roundup Host City Committee’s on an annual basis.  A signed statement must be provided from each officer and director of receipt and understanding of the conflict of interest policy.

H. All Ohio Roundup Steering Committee and Roundup Host City Committee members are volunteer positions with no financial compensation for serving on these committees.  All financial transactions involving these interested parties must follow the ORSC’s conflict of interest policy.15

 

V.         RELATIONSHIP TO THE OHIO ROUNDUP

The Ohio Roundup Steering Committee shall oversee the Ohio Roundup Host Committee and shall bear the burden of decision on any matter that would result in major changes in the spirit or effectuation of the Ohio Roundup.

VI.       DISBURSEMENT OF FUNDS

A.     A maximum of $2,000 will be provided by the treasurer of the ORSC as seed money to each future host committee. $500 shall be provided upon receipt of written intent to bid. $1,500 shall be provided upon acceptance and award of formal bid by the ORSC.

B.     Profit from the Roundup, in excess of the transferred amount, shall be transferred to the Steering Committee treasurer at the next meeting of the Committee following the Roundup. The Ohio Roundup Steering Committee will not release funds to cover any deficit or debt incurred by the host committee without a complete financial report.12

C.     At the next meeting following the Roundup, the last Host Committee shall make a full and complete report of income and expenses to the Steering Committee.

D.     In order to maintain a current 501-3C non-profit status with the IRS, the Ohio Roundup Steering Committee and the annual Host Roundup Committee, must keep complete, accurate, and accessible records. The items listed will be used to file the appropriate IRS form 990, if annual gross receipts are greater than or equal to $25,000; or 990-N, if annual gross receipts are less than $25,000, and to support non-profit status in the event of an IRS audit.
       1.         Bank statements and reconciliations
       2.         Checkbooks and canceled checks
       3.         Receipt files for paid bills
       4.         Roundup Steering and Host Roundup Committee minutes
The following agent has been retained to manage the necessary scheduled filings to maintain current 501-3C status: Professional Tax & Bookkeeping, 1320 Madison Avenue, Suite 200, Toledo Ohio 43604, www.taxtoledo.com , Attention, Denise Blissard.10

E.      Revenue in excess of seed money returned to the ORSC ORSC annual operating expenses14 shall be divided in the following manner:

1.     50% to the Roundup Steering Committee if the ORSC treasury is below the prudent reserve set in Section VIII.
Remaining funds will be distributed:

2.     40% divided equally to the various State General Service Areas in Ohio.

3.     40% to the International Advisory Council.

4.     20% to the World Service Office.6

E.    All checks will require two signatures. Signatories will be the Chairman, Treasurer and Alternate Treasurer.7

F.    The Ohio Roundup Steering Committee will provide one scholarship in the name of “The Ohio Roundup Steering Committee Memorial Scholarship.” A check will be written in the amount of one full registration package (not to included hotel lodging) and given to the host committee. The host committee will administer the scholarship.8

 

VII.     VOTING RIGHTS

A.     Each officer9 and delegate to the Ohio Roundup Steering Committee shall be empowered with one vote.

B.     Designated alternates will be recognized only in the absence of the authorized delegate.

C.     In no event shall any delegate (or recognized alternate) cast more than one vote.

D.     A two-thirds majority is required for amendments to the By-Laws; the simple majority shall carry all other motions.

E.      The Third Legacy procedure shall be used in the election of officers, and to break ties in all other votes.

 

VIII.   PRUDENT RESERVE

A.   A prudent reserve shall be established to insure that all bills will be paid.

B.    The amount will be determined by the average cost of the Roundup for the prior three years.

C.    The cost of the Roundup shall include the total expenses incurred by the host city as reported on their final financial report and the total expenses incurred by the Steering Committee (not to include the seed money passed on to the next host city).6

IX. WEBMASTER

A.   A non-voting service position of Webmaster will be created and filled by a person elected by the committee. The Webmaster will serve the committee and the current host city committee by keeping the Web site (www.ohioroundup.org) current and up‑to‑date. The Webmaster may resign with due notice to the committee, or be replaced at the discretion of the committee.9

X. ARCHIVIST

A. A non-voting service position of Archivist will be created and filled by a person elected by the committee. The Archivist will preserve the history of the Ohio Roundup by collecting and preserving records, banners and memorabilia as requested by the Steering Committee and the Host City.13

 

Adopted originally by the First Ohio Roundup Steering Committee on June 30, 1985 and amended by the Roundup Steering Committee as deemed necessary.



1 Amended June 23, 2001

2 Amended February 27, 2005

3 Repealed amendment from February 22, 1987 and inserted new November 23, 2003

4 Amended June 6, 2004

5 Amended February 26, 2006                

6Amended November 11, 2005

7 Amended February 27, 2005

8 Amended June 5, 2005

9 Amended June 1, 2008

10 Amended November 26, 2007

11 Amended August 24, 2002

12 Amended August 18, 2008

13 Amended February 22, 2009

14 Amended June 7, 2009

15 Amended Feburary 28, 2010

15 Amended December 15,, 2010

 

Last update 5/18/11

 

Get PDF version here.

 

Ohio Roundup Steering Committee Conflict of Interest Policy


Article I

Purpose


The purpose of the conflict of interest policy is to protect the Ohio Roundup Steering Committee’s (OSRC) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the ORSC or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.


Article II

Definitions


1. Interested Person

Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.


2. Financial Interest

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:


a. An ownership or investment interest in any entity with which the ORSC has a transaction or arrangement,

b. A compensation arrangement with the ORSC or with any entity or individual with which the ORSC has a transaction or arrangement, or

c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the ORSC is negotiating a transaction or arrangement.


Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.


Article III

Procedures


1. Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.


2. Determining Whether a Conflict of Interest Exists

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.


3. Procedures for Addressing the Conflict of Interest


a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

c. After exercising due diligence, the governing board or committee shall determine whether the ORSC can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the ORSC's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.


4. Violations of the Conflicts of Interest Policy


a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

b. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.


Article IV

Records of Proceedings


The minutes of the governing board and all committees with board delegated powers shall contain:


a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed.

b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.


Article V

Compensation


a. A voting member of the governing board who receives compensation, directly or indirectly, from the ORSC for services is precluded from voting on matters pertaining to that member's compensation.

b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the ORSC for services is precluded from voting on matters pertaining to that member's compensation.

c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the ORSC, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

 

Article VI

Annual Statements


Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:


a. Has received a copy of the conflicts of interest policy,

b. Has read and understands the policy,

c. Has agreed to comply with the policy, and

d. Understands the ORSC is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

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Article VII

Periodic Reviews


To ensure the ORSC operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:


a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining.

b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the ORSC's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

 

Article VIII

Use of Outside Experts


When conducting the periodic reviews as provided for in Article VII, the ORSC may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

 

 

 

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