Sunny Dunes Inc. Bylaws

 Bylaws of Sunny Dunes, Inc. 

Effective November 19, 2023

To resign by Secretary 

  1. PREAMBLE

The following Bylaws shall be subject to, and governed by, the Non-Profit Corporation Act of California and the Articles of Incorporation of Sunny Dunes, Inc. In the event of a direct conflict between the herein-contained provisions of these Bylaws and the mandatory provisions of the Non-Profit Corporation Act of California, said Non-Profit Corporation Act shall be the prevailing controlling law. In the event of a direct conflict between the provisions of these Bylaws and the Articles of Incorporation, it shall then be these Bylaws that shall be controlling.

  1. NAME

The name of the non-profit organization is Sunny Dunes, Inc., dba Sunny Dunes Clubhouse, herein referred to as the “Clubhouse”.

  1. PURPOSE

To provide and maintain a safe environment to hold 12-step and other recovery group meetings and related events for the LGBTQ+ recovery community and their allies in Palm Springs and the greater Coachella Valley.

  1. GOVERNMENT 
  1. The Clubhouse is a charitable nonprofit corporation that is organized exclusively for charitable purposes as is written in the Internal Revenue Code Section 501(c)(3), or corresponding sections of any future federal tax code and is organized pursuant to the provisions of the California Nonprofit Corporation Code.
  2. The corporation shall be neither organized nor operated for financial gain or profit. No part of the net earnings of the corporation shall benefit, or be distributable to, any Officer, Director, Committee Member, Supporting Member, Agent or Employee of the Clubhouse, or any other person. The corporation shall have no capital stock and no shareholders.  
  3. Nothing herein shall authorize any Officer, Director, Committee Member, Supporting Member, Agent or Employee of the Clubhouse, or any other person, to take any action inconsistent with these Bylaws.
  4. No one shall receive compensation merely for being an Officer, Director, Committee Member, or Supporting Member of the Clubhouse.
  5. The Clubhouse does not participate in the autonomous decisions of each individual group.
  1. BOARD OF DIRECTORS
  1. The governing body of the Clubhouse shall be the Board of Directors, also referred to as the “Board”.  The Board will consist of Directors elected from and by the Supporting Membership as defined in Section 9. The Board shall have up to 12 Directors.
  2. For the Annual Meetings in January 2025 and beyond, all Director positions shall be for a term of two years. Directors elected in odd years will be Odd-Year Directors and the Directors elected in even years will be Even-Year Directors. Within one week following the first Annual Meeting only, in January 2024, the incoming Board shall decide which four Directors shall serve a term of one year and be Odd-Year Directors, and which four Directors shall serve a term of two years and be Even-Year Directors.
  3. All Directors may serve a maximum of seven consecutive years on the Board but then must take at least a one-year hiatus before serving on the Board again. Only Directors having served five consecutive years or less may run for re-election.  
  4. Any Director who fails to maintain continuous recovery while serving on the Board shall be automatically and immediately removed from office. 
  5. Any Director who fails to attend three consecutive monthly meetings of the Board shall be automatically and immediately removed from office unless the Chair (or Co-Chair if it is the Chair who fails to attend), with the consent of the majority of the Board, determines that special circumstances warrant retaining such a Director.
  6. Any Director may be removed from office with or without cause by the affirmative vote of a majority of the Board.
  7. If a Supporting Member, in good standing, presents to the Board Secretary a petition for the purpose of recalling any Director, signed by no fewer than 25 percent of the Supporting Members in good standing, the Board shall call a Special Supporting Membership Meeting to consider removing the Director from the Board with no less than 10 days written notice. Directors can be removed only by a two-thirds majority vote of the Supporting Members present and eligible to vote at the Special Supporting Member Meeting.
  8. The latest edition of Robert’s Rules of Order will be used as a guide for conducting all Board and General meetings.
  9. The Board has full authority to create, maintain, and update Policies and Procedures describing the operations and finances of the Clubhouse.
  1. NOMINATIONS AND ELECTIONS OF THE BOARD OF DIRECTORS
  1. Elections for the Board shall take place at the Annual Meeting which occurs in January.
    1. Notification of the Annual Meeting must be posted at least 30 days in advance on the Clubhouse website, bulletin board, and sent electronically to the Supporting Membership.
    2. Supporting Members in good standing shall be eligible to vote at the election.
    3. A quorum shall consist of all Supporting Members eligible to vote, and present, at the time of the Annual Meeting. 
    4. The Annual Meeting will be hybrid.
  2. Nominations and Requirements for Directors
    1. The nominee shall be a Supporting Member in good standing of the Clubhouse.
    2. The nominee shall have a minimum of 1 year of continuous recovery.
    3. The nominee shall notify the Secretary no later than 7 days prior to the Annual Meeting about his or her intention to run in the election.
  3. In the case of a vacancy, the Chair shall nominate a replacement subject to the approval by a majority of the Board. With Board approval, the nominee will then serve out only the remaining portion of their term. 
  1. OFFICERS
  1. Election and Term:
    1. Within one week following the Annual Meeting, the incoming Board shall nominate from among themselves and elect the Officers: Chair, Co-Chair, Secretary, and Treasurer. Officer positions shall be for a term of 1 year. The Officers shall have a minimum of 3 years of continuous recovery. The incoming Board shall also nominate from among themselves and elect other positions as defined in the Policies and Procedures. No Director shall serve more than 2 consecutive terms in the same Officer position or other position. Nothing herein shall preclude a Director from being elected to a different Officer position or other position even if they have served 2 terms in another position. 
  2. Chair:
    1. To preside over and call all Board Meetings, Special Supporting Member Meetings, and Annual Meetings; to coordinate activities discussed by the Board; and to call special elections.
    2. Shall oversee the day-to-day operations of the Clubhouse, subject to the oversight of the Board.
    3. Provide liaison between the Board and all Agents other than those assisting the Treasurer.
    4. May sign or co-sign on behalf of the Clubhouse, unless the financial commitment in doing so would be greater than the spending limit specified in Policies and Procedures, in which case Board approval is required.
  3. Co-chair:
    1. Shall work in conjunction with the Chair overseeing the day-to-day operations of the Clubhouse.  
    2. The Co-Chair shall carry out the Chair’s duties in their absence or inability to serve.
    3. May sign or co-sign on behalf of the Clubhouse, unless the financial commitment in doing so would be greater than the spending limit specified in Policies and Procedures, in which case Board approval is required.
  4. Secretary:  
  1. Shall act as the principal recording officer of the corporation.  
  2. Attend, keep, and distribute the approved minutes of all Board Meetings, Special Supporting Member Meetings, and Annual Meetings.  
  3. Record all votes taken at all meetings.  
  4. Post a summary of the approved minutes of the Board within ten (10) days following the regular monthly Board Meeting on the Clubhouse bulletin board and send it electronically to the Supporting Membership.
  5. See that all notices of any meetings are posted in accordance with the provisions of the Bylaws.  
  6. Be responsible for Clubhouse correspondence.  
  7. May sign or co-sign on behalf of the Clubhouse, unless the financial commitment in doing so would be greater than the spending limit specified in Policies and Procedures, in which case Board approval is required.
  8. Treasurer: 
  1. Shall be the principal financial officer of the corporation, and as such, is responsible to supervise and oversee the assets, budget and financial records of the corporation.
  2. Maintain all necessary records concerning monies collected and disbursed, including overseeing or maintaining the general ledger.
  3. Pay all debts incurred by the Clubhouse (i.e., rent, utilities, supplies, etc.).
  4. Maintain portions of funds from groups meeting in the Clubhouse in escrow for distribution.
  5. Maintain portions of funds from groups meeting in the Clubhouse in escrow for Reserves.
  6. Present a financial report monthly to the Board, posting the monthly financial report on the Clubhouse bulletin board and making it available to the Supporting Membership.
  7. Reconcile financial statements.
  8. File all required tax returns as well as any forms required for the maintaining of the non-profit status, potentially with assistance from outside Agents as approved by the Board.
  9. Shall work with and train the Co-Treasurer in all aspects of the Treasurer’s duties.
  10. Provide liaison between the Board and any Agents assisting the Treasurer.
  11. May sign or co-sign on behalf of the Clubhouse, unless the financial commitment in doing so would be greater than the spending limit specified in Policies and Procedures, in which case Board approval is required.
  1. BOARD OF DIRECTORS MEETINGS
  1. The Board shall hold a regular monthly Board Meeting with the date and time as agreed by the majority of the Board. Notification of regular monthly Board Meetings will be posted on the Clubhouse website and bulletin board.  
  2. Notification of regular monthly Board Meetings including the agenda will be sent electronically to Supporting Members no later than three (3) days prior to the meeting. 
  3. Supporting Members:
    1. Are encouraged to attend Board Meetings.
    2. Are welcome to send questions, comments or concerns to be considered at a Board Meeting by emailing the Secretary at least three (3) days in advance of the meeting.  
    3. Are also allotted 3 minutes per person to bring up their questions, comments or concerns at the meeting. 
  4. The Board Meetings are open to non-Supporting Members as observers. 
  5. Quorum
    1. At each meeting of the Board, a majority of the Directors shall constitute a quorum for any voting. 
    2. If a quorum is not present at a meeting, the Directors present may adjourn the meeting without further notice.
  6. Voting
    1. A simple majority of Directors present at the meeting is required to pass any vote. 
    2. If at any time a vote results in a tie, then the vote of the Chair shall be the deciding vote.
    3. There shall be no vote by proxy. 
  7. Voting in between Board Meetings by email
    1. Voting via email is permitted, as long as the resulting vote is unanimous.
    2. All email votes must be documented in the next Board Meeting minutes. 
  8. Special Board Meetings consisting of only Directors may be called by either the Chair of the Board or by a minimum of three (3) Directors. Notice will be given to each Director as to the meeting place, time, and date of Special Board Meetings at least twenty-four (24) hours in advance.
  1. SUPPORTING MEMBERSHIP
  1. Requirements of Supporting Membership in the Clubhouse are current affiliation in a recovery program, completion of an application, and payment of dues. 
  2. Membership shall in no way be conditioned upon or affected by race, color, national origin, age, creed, sexual orientation, or gender identity. 
  3. The Board may terminate an individual’s Supporting Membership by a majority vote of the Board for violating Clubhouse Rules. 
  4. Supporting Members in good standing shall be eligible to vote at the Annual Meeting and any Special Supporting Member Meetings that require a vote.  
  5. Good standing shall be measured by Supporting Membership in the Clubhouse of at least 15 days and current payment of dues.
  1. GROUP OR MEETING ATTENDEES
    1. Group or meeting attendees are any individuals who attend meetings at the Clubhouse and are not necessarily Supporting Members.
    2. The Board may terminate any individual’s ability to enter the premises by a majority vote of the Board for violating Clubhouse Rules. 
  1. SPECIAL SUPPORTING MEMBER MEETINGS
    1. Special Supporting Member Meetings consisting of Directors and the Supporting Members may be called by either the Chair of the Board or by a minimum of three Directors or if a supporting member in good standing presents a petition for a Special Supporting Member Meeting to the Board Secretary signed by no fewer than 25 percent of the Supporting Members who are in good standing. In any of these cases, a Special Supporting Member Meeting shall be called within 10 days.
    2. The only business that may be transacted at a Special Supporting Member Meeting is business pertaining directly to the purpose for which the Special Supporting Member Meeting was called.
    3. A quorum shall consist of all Supporting Members eligible to vote, and present, at the time of the meeting. 
    4. Special Supporting Member Meetings will be hybrid.
    5. Motions will carry if they receive a simple majority of the votes.
    6. Votes can be by secret ballot whenever the Chair, at their discretion, decides.
    7. There shall be no vote by proxy. 
    8. No business shall be conducted when the majority of the Board finds, and states for the record, that unusual circumstances have prevented or delayed a substantial number of normally expected members from being in attendance at a Special Supporting Member Meeting.
  1. COMMITTEES
    1. The Board may organize or disband standing or ad hoc committees as needed.
    2. All committee functions and/or operations are subject to review by the Board.
    3. Each committee shall have one Committee Chair or two Committee Co-Chairs.
    4. The Committee Chair must have a minimum of one year of recovery and must be a Supporting Member in good standing of the Clubhouse during their term of service.  
    5. The Committee Chair shall submit any reports to the Board in advance of the Board Meeting and shall be present at the meeting to answer questions from the Board. 
    6. No committee shall act in a manner inconsistent with the Board, the Bylaws, or the Policies and Procedures.
  1. FINANCIAL POLICIES
  1. The Board shall put in place systems that protect and safeguard funds collected from groups and all members.
  2. A financial report must be given at each monthly Board Meeting by the Treasurer, and as necessary, at the request of the Chair at any time. 
  3. The financial records of the Board shall be open and available for inspection by the current Directors or by any Agent so appointed by the Board for that purpose at any time.
  4. The Board shall retain outside Agents as deemed necessary (e.g., Lawyer, Accountant, Tax Preparation, Auditor)
  5. All financial accounts shall be maintained, executed, signed, and/or endorsed by the Chair and Treasurer as required co-signers.
  6. Additional accounts, including investment accounts, may be opened, with a majority of Board approval.
  1. EXECUTION OF CORPORATE INSTRUMENTS
  1. The Board may, at its discretion, determine who is authorized to execute any corporate instrument or document or to sign the corporate name without limitation, except when otherwise provided by law, and such execution or signature shall be binding upon the Clubhouse.
  2. Unless otherwise specifically determined by the Board or otherwise required by law, formal contracts of the Clubhouse, promissory notes, deeds of trust, mortgages, other evidence of indebtedness of the Clubhouse, other Clubhouse instruments or documents, memberships in other corporations/organizations, and certificates of shares of stock owned by the Clubhouse shall be executed, signed, and/or endorsed by the Chair and Treasurer as co-signers, however if either the Chair or Treasurer is unavailable to co-sign, the Co-Chair or Secretary shall be an alternate co-signer.
  3. Loans: No loans or similar instruments shall be contracted on behalf of the Clubhouse and no note or other evidence of indebtedness shall be issued in its name unless and except as the specific transaction is authorized by the Board. Without the express and specific authorization of the Board, no Officer, Director, Committee Member, Supporting Member, Agent or Employee of the Clubhouse may enter into any loan or execute and deliver any instrument in the name of and on behalf of the Clubhouse.
  1. STANDARD OF CARE
  1. General
    1. In the performance of the duties of a Director, a Director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by one or more Officers, Directors, Committee Members, Supporting Members, Agents and Employees of the Clubhouse whom the Board deems to be reliable and competent in the matters presented.
    2. Any person who performs the duties of an Officer or Director in accordance with the above shall have no liability based upon any failure or alleged failure to discharge that person’s obligations as an Officer or Director, including, without limitation the following, any actions or omissions that exceed or defeat a public or charitable purpose to which the Clubhouse, or assets held by it, are dedicated.
  2. Indemnification
    1. The Officers, Directors, Committee Members, Agents, and Employees of the Clubhouse shall not be personally liable for the debts, liabilities, or other obligations of the Clubhouse. 
    2. Each Officer, Director, Committee Member, Agent or Employee of this Clubhouse shall be indemnified by the Clubhouse against all costs and expenses actually and necessarily incurred by him or her in connection with the defense of any action, suit, or proceeding in which he or she may be involved or to which he or she is made a part by reason of their being or having been a Officer, Director, Committee Member, Agent or Employee unless the person fraudulently and intentionally violated the law and/or maliciously conducted acts to damage and/or defraud the Clubhouse, or as otherwise provided under applicable statute. 
  1. RECORDS AND REPORTS
  1. The Clubhouse shall keep electronically or at its principal office or safe deposit box the original or a copy of its Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the Directors at all reasonable times during office hours.
  2. The Clubhouse shall keep electronically or at its principal office or safe deposit box a copy of its federal tax exemption application and its annual information returns for three years from their date of filing, which shall be open to public inspection and printing or copying to the extent required by law.
  3. The Clubhouse shall keep adequate books and records of accounts and written minutes of the proceedings of the Board and committees of the Board. All such records shall be kept electronically or at a place or places as designated by the Board, or in the absence of such designation, at the principal office of the Clubhouse. Upon leaving office, each Director shall turn over to their successor or the Chair, in good order, such Clubhouse monies, books, records, minutes, lists, documents, contracts or other property of the Clubhouse as have been in the custody of such Director during their term of office. 
  4. Every Director shall have the right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Clubhouse and each of its subsidiary corporations/organizations and shall include the right to copy and make extracts of documents.
  1. BYLAW AMENDMENTS
  1. The Supporting Members must receive 30 days notice of any vote on proposed amendments to these Bylaws. Notice must include the proposed amendments and the meeting details, and must be posted on the Clubhouse website, bulletin board, and be sent electronically to the Supporting Members.
  2. Voting for amendments to these Bylaws is authorized only at the Annual Meeting or a Special Supporting Member Meeting called for that purpose.
  3. A quorum shall consist of all Supporting Members eligible to vote and present at the time of the meeting. 
  4. The Bylaws may only be amended by a two-thirds majority vote of the Supporting Members attending the Annual Meeting or Special Supporting Member Meeting.  
  1. DISSOLUTION:
  1. In order to dissolve Sunny Dunes, Inc., the Board must first approve a proposal and a plan of dissolution and then submit it to the Supporting Members.
  2. The Clubhouse shall notify Supporting Members of the proposed meeting. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation. Notice must be posted on the Clubhouse website, bulletin board, and be sent via email to the Supporting Members.
  3. The Supporting Members eligible to vote must approve the proposal to dissolve by a two-thirds majority vote of those present. 
  4. In the event of the complete liquidation or dissolution of the Clubhouse, whether voluntary or involuntary, no Supporting Member, Officer, Director, Committee Member, Agent, or Employee shall be entitled to any distribution or division of the Clubhouse property or its proceeds and the balance of all money and other property received by the Clubhouse from any source shall, after the payment of all debts and obligations of the corporation, be distributed to other related charitable 501(c)(3) organizations with such designations to be determined by a two-thirds majority vote of the Supporting Members eligible to vote and present at the meeting.
  1. CERTIFICATE OF SECRETARY

I,_________________________, certify that I am the current elected and acting Secretary of the benefit Clubhouse, and the above Bylaws are the Bylaws of this Clubhouse as adopted by the Board on ______________  ___,  20__, and that they have not been amended or modified since the above.

EXECUTED on this _____________ day of ______________, 20____, in the County of Riverside in the State of California.

Originally Adopted February 6, 2022

Amended March 26, 2022

Amended November 19, 2023