Introducing Sunny Dunes Inc.
January 29, 2022
Opening of Meeting by Michael Crosby at 3pm
Chair Michael C. opens the meeting with a moment of meditation followed by the Serenity Prayer
Chair provides a Welcome and Introduction to the meeting. Introduced the members of the Planning Committee: Michael C., Michael K., Kelly W., Kelly M., Meredith J., Ricky K., Todd S., Helen B..
Brief overview/review of history of the task/s assigned to the Planning Committee by Vote of the members of the Sunny Dunes 5th Tradition Group. Planning Committee met weekly starting in September of 2021 with the intention of reviewing and updating Bylaws to meet legal mandates for application to 501-C3 status as a Non Profit Organization both for the state of CA and Federal Government.
The “When, What and How” and Some of the challenges in reaching the place we find ourselves in today:
- our current lease came to an end, and our current landlord was not certain that a new lease would be extended,
- a search for a new building,
- the need to review our current practice of having the Sunny Dunes Steering Committee Chair Person would be individually responsible for signing the lease.
- Engaging the services of an Attorney to help with application of the 501C3, with approval of Membership
- Reaching out AA Clubhouses across the State and the Nation: Ft Lauderdale, Houston, Miami, Washington DC, Los Angeles, etc.
- Under the direction and consultation by our Attorney we found that a brand new organization had to be built. The planning committee adjusted our love and loyalties to Sunny Dunes 5th Tradition Group to include the New Sunny Dunes Clubhouse, Inc. and we embarked on a job that would bring in the heart of the Original Sunny Dunes and the best practices of all the clubs around the country in order to bring in the new.
- We successfully filed for the articles of incorporation and they were accepted by the State of California. We now have a fast approaching deadline of completing and submitting the new ByLaws for the New Sunny Dunes Inc., by February 17, 2022.
The goal of the meeting this afternoon is to review the bylaws that will be submitted to the State and to answer questions related to these Bylaws. In addition this meeting will also serve to meet the obligation of our current bylaws Under Article X, to dissolve our Current Sunny Dunes 5th Tradition Group.
Structure of the Meeting today will be to review each page of the Bylaws one by one and to stop to answer questions. We will limit questions and discussion on each page to 8-10 minutes a piece.
QUESTIONS – following introduction
Questions from Floor regarding introduction and history:
Member question: Will we be considered a non profit at the Federal level?
Answered by Michael C: Two fold process, beginning with the approval by the state and then moving to application on a federal level.
Member question: related to the decision to incorporate to a non profit status:
Answered by Michael K – Reminds us that the decision to incorporate was made by vote of current fellowship by unanimous vote.
Member question: If this transition meets AA traditions relating to the 7th Tradition, “self supporting”
Answered by Michael C: Yes. The New Sunny Dunes Inc., will be a clubhouse. We will provide meeting space to 12 step recovery groups. The meetings will be autonomous. Donations to AA will come from the individual groups or meetings and not from the Club House which is not AA.
Member question: regarding mask mandate – if meetings are autonomous each group can take a group conscious on whether to wear masks or not.
Answered by Micheal K: This is not a group conscious decision this is currently a state mandate and all groups or meetings will have to comply.
Review of Bylaws – Page I – Questions:
Question – Under letter 4C, what is egregious behavior?
Answered – this will be fully spelled out as we develop our policies and procedures. The bylaws designate general guidelines and are cumbersome to change. Policies and procedures will go into the detail and management of the club and can be more easily changed to accommodate the membership and Board Members needs.
Page II – Board of Directors:
Nominations and Elections of the board of directors.
Q: Will Board Members be from other recovery programs?
A: Board members are not restricted based on type of 12 step recovery, only that the candidate is in 12 step program with measure of recovery described under qualifications.
Comment- Member made a statement that Alanon does not mark recovery time.
Clarification from Board Member clarifies – that Al Anon members also have recovery dates and track time.
Q: Member looks for clarification of change in Voting under the new bylaws and states that there is a change from our current structure where meeting secretaries are required to attend meetings and to vote on issues – to now moving to Supporting Members attending yearly or special meetings to vote.
A: Board Member confirms understanding as stated above.
Comment from Member stating that members will now not be voting on normal decisions of operation of the Club.
Clarification From Chair: Members will be voting for the board who will best serve them and will be able to request special meetings as needed for issues that arise. Members will also have time at monthly board meetings to present concerns, questions or issues. 10 Minutes will be set aside to hear these concerns with 3 days notice to the board prior to monthly meetings.
Page 3 – Duties of the Board of Directors: Chair / Co Chair
No questions on page 3.
General Question from Member: Before the new ClubHouse begins will there be time for members to prep before the meeting, read the bylaws, read the policies and procedures and prep with questions before putting them into effect.
Answered by Chair – yes there will be a full training for all members and secretaries prior to the May start date.
Comment by Board Member: that bylaws were posted in the clubhouse, on website and to members who are on our email list for review and prep proceeding this special meeting.
Page 4: Duties of Board of Directors: Review of Secretary, Treasurer, Co Treasurer:
Q: Does the Treasurer make the standard donations to GSO, District, Area, etc?
A: This portion is in reference to the Sunny Dunes Inc Treasurer handles only the affairs of the clubhouse. The Clubhouse is not AA and will not donate to AA as a whole. The group or meeting Treasurers will make 7th tradition donations outside prudent reserve.
Q: Member asks if there will be a 2 signature line for all money spent by the clubhouse.
A: Board Members respond that most all bills are paid electronically, however there is a two signature line on our checking account currently. In addition the Chairperson reviews all expenditures and reports submitted by Treasurer, co Treasurer and Accountant. Plus we also have an Auditor to help to ensure that all transactions are accounted for.
Page 5: Duties of the Board of Directors; Review of Membership Chair and Operations Chair.
No Questions or Comments
Page 6: Board Meetings
Comment from the Floor suggesting that there should be a way to discourage the calling of special meetings for the intent of disruption due to personal resentments and in order to manipulate approval or disapproval.
Chair Response: This is discussed under 9.D that a special meeting had to be called by at least 3 board members, that there be a 48 hours notice of special meetings and that there be a quorum in order to vote on issues presented.
Response from Floor is that the number (3) Board members to call a special meeting should be increased to 4.
Chair Response: Will be to take this under advisement.
Secretary’s Note: Current bylaws already submitted to Attorney for review and that this represents a final document at this time.
Page 6: Voting
Q: Voting F1: Is this meant to give the chair an additional vote in order to break a tie.
A: Yes. if there is an equal number of Board Members present and the initial vote is a tie, the Chair breaks the tie, in essence giving them an additional vote in the event of a tie only.
Page 7: Supporting Membership Meetings:
Q: How will we know we have a Quorum – will members have information as to size of supporting membership.
A: Our Membership Chair will have that information and will be able to provide that number at time of the vote.
Q: Question as to use of the names Board Members and Directors.
A: In writing the bylaws we used the term Director interchangeable with Board Member. Each Board Member is considered a director.
Page 6: Committees and Financial Policies:
Q: How will each meeting pay their 7th Tradition to GSO, CSO, Area?
A: Each meeting or group is autonomous and has it’s own secretary, treasurer, GSR representative etc. The treasurer of each meeting or group of meetings will tract their prudent reserve by group conscience and will send money to AA as they decide.
Q: Is there anything that would prevent a group of meetings to combine and act as an AA group with a shared treasurer etc.
A: No Meetings or groups of Meetings are autonomous as to issues regarding their meeting as long as they do not interfere with AA as a whole or the outside the Policies and Procedures of the Sunny Dunes Inc. Clubhouse.
Q: Page 6 under 12A: Member challenges bylaw as being incorrect. In that it states that all groups will send collected donations to Sunny Dunes Inc electronically.
A: Chair clarifies process: There will no longer be a safe on the grounds of Sunny Dunes. Once we are up and running all 7th Tradition collected will be collected by the Group or Meeting Treasurer and sent to Sunny Dunes Inc using Zelle, Paypal or other electronic App. The bylaw reads correctly this is a change in our process. The change is that there is no longer the ability to leave cash in the room safe. The meeting can still accept cash from the room, but it will be encouraged that each member uses the electronic system to submit 7th tradition. If the member does not have this access or does not wish to use this system, cash can be left in the basket. The meeting Treasure will either deposit cash to their account and submit it electronically to Sunny Dunes. Many Groups may decide to have their own checking account and will deposit cash to their checking account and transfer it electronically to Sunny Dunes Inc.
Clarification Question from the Floor: There will no longer be a safe in the room.
A: Correct – the safe goes away.
Q: Will Sunny Dunes Inc continue to provide the literature and chips?
A: We are working on the policies and procedures now and working these things out. The next part is to create policies and procedures for the operation of the ClubHouse and the Club- Houses’ relationship with it’s group.
Q: Comment: A member states that it seems unsafe for a Secretary or Treasurer to walk out of the building with money.
A: We are encouraging all members to begin now using the electronic systems we have available to us, and we expect that there will be some cash donations but we do not feel this will be the amount of money we have typically seen in cash form. If this is a safety issue suggestion is to pair up, leaving the meeting together. We cannot continue to have the safe – it is going away – this is not an option any longer.
Q: Member asks if ClubHouse will be providing the toilet paper.
A: Yes. It seems reasonable for the membership to expect to continue to have soap, hand sanitizer, masks and toilet paper in place. And again the clarification that all these things will be spelled out in the group agreement and the policies and procedures.
Q: Regarding the 80% charge for Rent. And a follow up question on how the 20% back to the group will work.
A: Due to the fact that Sunny Dunes only has one large room we cannot charge rent by Sq Ft. The 80% going to the Clubhouse is consistent across the county in many clubs. This is done to provide a small group the same access to the club house as a very large meeting.
A: Regarding 7th Tradition: Once Sunny Dunes receives the 7th tradition donations from each meeting or group – the Treasurer will return to the group/meeting 20% of the take. This is the groups to decide by group conscience what their prudent reserve will be, how much will be going to each faction of AA and when.
Q: A member asks about the current prudent reserve and the money donated to the Sunny Dunes 5th Tradition for moving expenses. Member states it does not belong to the New Sunny Dunes Inc and all of it should be donated to GSO, CSO, District and Area, stating that the money belongs to AA. Minimally there should be a group discussion and a vote about what should be done with this money.
A: The money was voted on to provide us with money for our move and a deposit for construction, which still may happen. We have a 2 year lease with a possible notice to quit with a 135 day notice. This money will be used for moving costs or possibly be invested and saved toward the purchase of our own building. Also the prudent reserve is the prudent reserve for all the meetings of the club house to provide rent, coffee, supplies, and maintenance of our meeting place. The prudent reserve would still be used for these things. Nothing has changed in relation to either of these accounts.
Comment from Chair and Vice Chair that all of these things can be worked out at a later time and a reminder that the function of todays meeting is to review the bylaws already submitted as a final revision for our 501C3. And the need to have a Vote today to dissolve Sunny Dunes 5th Tradition Group, consistent with those bylaws in Article X.
Q: ramification of a No vote – Discussion: nothing has changed – Tom, it is still the same group, same membership. We voted on this long ago. We would not be able to move on the way we are, we could lose the meeting.
Page 7: Execution of corporate instruments, Standard of Care, Record and Reports
Q: 13C – member questions as to whether this should be rewritten to say no transaction could be made on behalf of the clubhouse without a vote of the Supporting Members not a board.
A: Chair responds that – this will be noted and reviewed.
More discussion and comments from Floor giving examples:
Q: Item B under Standard of Care – Directors, Officers, Agents, and employees cannot be help liable for losses.
A: Chair response – Correct – the Clubhouse will be responsible for debts, liabilities, etc. As long as their is no fraud, or intent to maliciously damage or defraud.
Q: Member asks if our Accountant has a CPA as is required under these bylaws.
Amendments and revisions – No Questions
Page 9 – Dissolution:
Motion made by Bill L. to Dissolve the current Sunny Dunes 5th Traditions Group.
Seconded by: Multiple Members including: Leonard, Mike K
Minority Opinion: Member states: The Money is an issue. I want this reflected in the record that in my opinion this money does not belong to Sunny Dunes Inc, Clubhouse, but belongs to AA and the Sunny Dunes 5th Tradition Group.
Minority Opinion Noted
Motion passed with required ⅔ vote of members present.
Announcement made that the Planning Committee is welcoming all those interested to participate in the next phase of this process which is to develop policies and procedures for the Sunny Dunes Inc Clubhouse.
Motion to Adjourn the Meeting made at 4:30
Meeting adjourned with reading of Keys to the Kingdom by Michael K.
Circle and Serenity Prayer.