The Directors of the Corporation shall be the persons who are the Trustees of the Corporation. Each Trustee shall become a Director upon becoming a Trustee and shall cease to be a Director upon ceasing to be a Trustee. For the purpose of these BYLAWS, the term Director and Trustee shall be deemed synonymous and interchangeable so far as necessary to conform to the Certificate of Incorporation of the Corporation which contemplates, and refers to, Directors.
The Board of Trustees shall consist of not less than seven nor more than twenty‑one persons with the following classifications: Trustees at Large, Regional Trustees, Lifetime Trustees, and a Sustaining Trustee, as those terms are described in these BYLAWS. The actual number of Trustees and the composition of the Board among the classifications described herein shall be as established by the Board from time to time with guidance from the World Service Conference.
Trustees at Large are Trustees whose nomination originates with, or with the consent of, the Board of Trustees. The total number of such Trustees shall be set by the Board of Trustees from time to time and shall always be a number evenly divisible by three. One‑third of the number of Trustees at Large shall be elected each year at the annual meeting of the Board of Trustees and shall take office on the day following such meeting.
Regional Trustees are Trustees who live in geographic areas of the United States and Canada designated as official regions by the World Service Conference. Their purpose is to bring a regional perspective to the Board. They do not represent the members of the region, nor are they responsible to the region. The total number of Regional Trustees shall be a number evenly divisible by three and one‑third of the number shall be elected each year at the annual meeting of the Board of Trustees to take office on the day following such meeting. The Areas within the Regions participate in recommending Trustee candidates through the Regional Committee on Trustees (RCT) to the Nominating Committee.
The Nominating Committee is charged with submitting nominations for Trustees to replace those whose terms will expire. The Nominating Committee shall provide written notice of such nominations to the Board of Trustees no later than thirty days prior to the annual meeting at which the vote is to be taken on such nominees. In the event a nominee for Trustee is not elected by the Board of Trustees, the nominee shall be withdrawn, and the position declared vacant. The position may be filled in accordance with Article IV, paragraph 9.
The Sustaining Trustee is the person employed by the World Service Office established by Al‑Anon Family Group Headquarters, Inc. to hold the office of Executive Director of the World Service Office. The term of office of the Sustaining Trustee shall be for the same period as the person is employed by the World Service Office as Executive Director.
Lois W. and Anne B., the co-founders of Al-Anon, were Lifetime Trustees who served as Trustee as long as each lived.
Any Trustee may resign by sending written notice to the Secretary of the Corporation.
Any vacancy in the office of a Trustee at Large or Regional Trustee which occurs in any year between the annual meeting and the next World Service Conference may be filled at a meeting of the Board of Trustees by a majority vote. Any such person appointed by the Board of Trustees to fill such vacancy shall serve until the next annual meeting.
The length of time any Trustee at Large and Regional Trustee may serve on the Board is 2 three-year terms which may be consecutive. However, a Trustee who has served two terms but has not served a full six years may be eligible for appointment by the Board in accordance with Article IV, Paragraph 9.
Any member of the Board of Trustees may be removed for just cause by a vote of at least two thirds of the Board of Trustees at a regular or special meeting. Just cause may be found to exist by the Board of Trustees based on: i) the member’s absence from two or more meetings during any twelve-month period without the Board of Trustees’ prior approval; ii) a conflict of interest or a conflict of commitment violation involving the member; or iii) the member’s failure to adhere to any written policies and procedures of the Board of Trustees.
Upon a finding of just cause by the Board of Trustees, the Secretary of the Corporation shall send written notice of the proposed removal to such member at his or her last recorded address on file with the Corporation at least fifteen (15) days before final action is taken on such removal. At any time after such finding by the Board of Trustees, the President or Secretary, or both, may meet with the member to discuss the Board of Trustee’s finding concerning such member.
The member may submit a written statement to the Board of Trustees regarding the proposed removal not less than five (5) days before any final action on the proposed removal. Prior to any final action, the Board of Trustees shall review any such statement submitted and determine the mitigating factors, if any, contained therein on the proposed removal before the final vote by the Board of Trustees to remove such member. Upon the vote of at least two‑thirds of the Board of Trustees to take final action on such removal at a regular or special meeting of the Board of Trustees, the removal will become effective as of the date of the meeting, or at such later date as may be determined by the Board of Trustees at such meeting, and the member shall be notified in writing by the Board of Trustees of its decision.
Trustees shall serve without remuneration, but they shall be entitled to payment of reasonable expenses.