PREAMBLE

Delaware General Service Assembly, Inc., of Alcoholics Anonymous will
use for its basic guide of conduct, in all corporation matters unless
otherwise stated, the current AA Service Manual – Combined With the
12 Concepts For World Service, as published by Alcoholics Anonymous
World Services, Inc., New York, NY 10016, and any Addendums that
follow each annual General Service Conference.

We will be spiritually guided by the 12 Steps and 12 Traditions and
the 12 Concepts of Alcoholics Anonymous, the General Service
Conference approved literature, the guides and the guidelines sent
out by the General Service Office, New York, NY, 10016.

We will serve the collective conscience of the groups whose GSR’s
attend the Area Assembly for Area 12 covering the State of Delaware.

We are an organization whose aim it is to maintain services for those
who seek through Alcoholics Anonymous, the means of arresting the
disease of alcoholism through the application to their own lives, in
whole or in part, of the 12 Steps which constitute the recovery
program upon which the fellowship of Alcoholics Anonymous is founded.

We will from time to time sponsor activities for the members of the
corporation, including friends of Alcoholics Anonymous.


ARTICLE I

Name, Seal, Offices

1.01. Name. The name of this Corporation is Delaware General
Service Assembly, Inc., of Alcoholics Anonymous.

1.02. Seal. The seal of the Corporation shall be circular in
form and shall bear on its outer edge the words “Delaware General
Service Assembly, Inc., of Alcoholics Anonymous”, and in the center a
triangle with the words and figures “UNITY, RECOVERY, SERVICE, 2006
DE.” The Area Assembly may change the form of the seal and the
inscription thereon.

1.03. Offices. The principle mailing address of the Corporation
shall be the home address of the current elected Delegate. The
corporation may have offices at such places as the Area Assembly may
from time to time appoint.


ARTICLE II

Members and Organizational Structure

2.01. Members/Area Assembly. (a) The members of the Corporation
shall consist of the General Service Representative (GSR) registered
for each Alcoholics Anonymous Group in the State of Delaware (Area
12). In the absence or unavailability of the GSR, the Alternate GSR
for the Alcoholics Anonymous Group may exercise all rights and
responsibilities of the GSR. These GSRs elect corporate members from
amongst themselves known as District Committee Members (DCMs) and an
alternate that will serve in the absence of the DCM. In addition to
GSR’s, the Officers of the Corporation elected by the Area Assembly
hereinafter referred to shall be members of the Corporation during
their term of office, even if they are not GSR’s. Each Leader of a
Special Advisory Committee appointed by the Chairman of the
Corporation shall be a member of the Corporation while so serving,
subject to the removal at any time by the Chairman or vote of the
Area Assembly, even if such Leader is not a GSR. Each member of the
Corporation shall have one (1) vote in person at any corporate
meeting that they are designated to attend.

(b) Meetings of the members of the Corporation shall be
known as the Area Assembly, and it shall be the highest policy-making
body of the Corporation. There shall be four (4) regular Area
Assembly meetings during each calendar year, held approximately
tri-monthly. The Chairman of the Corporation currently in office
shall designate the date and place of each Area Assembly, giving due
regard to the requirements of these By-Laws, the views of the Area
Assembly as expressed, and the views of the Area Committee, a small
segment of the Area Assembly, hereinafter referred to. The first
regular Area Assembly in each calendar year shall be designated as
the Annual Meeting of the Corporation, but elections of Officers of
the Corporation shall be held at a regular Area Assembly in October
of each odd-numbered year. The Officers of the Corporation elected
at odd-year October Area Assembly meeting shall serve for a period of
two (2) years beginning January 1 after their election. At the same
time as the Area Assembly elects Officers, it shall appoint the
outgoing Delegate to the Board of Directors, consisting of the
Chairman, and the Delegate then elected, and three (3) persons who
have previously served as the Area 12 Delegate. When the outgoing
Delegate is seated on the Board, the most senior member vacates their
seat. The Board of Director of the Corporation shall have such
powers and duties as are prescribed in these By-Laws and shall meet
at such times as they may deem necessary to carry out their duties,
subject to review by the Area Assembly.

2.02. GSR. Each Group in Area 12 shall elect a GSR and an
Alternate. The GSR carries the Group’s conscience to the Area
Assembly; votes on behalf of the Group on all issues brought to the
floor; and reports back to the Group on the business conducted.

2.03. DCM. The GSR’s from a duly-framed District shall elect
one of their members as a District Committee Member (DCM) to carry
the District’s conscience to the Area Committee meeting that usually
precedes each Area Assembly. The DCM hold District meeting to
inform the GSR’s as to what occurred at the Area Committee.

2.04. The Area Committee. The Area Committee shall consist of
the DCM’s, all elected Officers, all Special Advisory Committee
Leaders, the Board of Directors, and all ad-hoc Committee Leaders.
The Area Committee shall provide such recommendations and/or
information for action by the Area Assembly as the Area Committee may
deem appropriate, or as the Area Assembly may specify, and shall
carry out such other functions as the Area Assembly mat designate.

2.05. (a) Special Advisory Leader. Leader of a standing
committee for a specific purpose who is appointed by the Chairman.

(b) Ad-hoc Committee Leader. Leader of a temporary
committee for a specific purpose who is appointed by the Chairman.

2.06. Rights of Members. The right of member to vote, as
defined in Section 2.13, and all rights, titles, and interest in or
to the Corporation shall cease on the termination of membership. No
member shall be entitled to share in the distribution of the
corporate assets upon the dissolution of the Corporation.

2.07. Resignation or Termination.
(a) Any member of the Corporation may resign from the
Corporation by written resignation to the Secretary of the
Corporation.
(b) The Chairman may terminate any appointed Leader at
any time by verbal or written notification to that Leader.

2.08. Annual Meeting. The annual meeting of the Corporation
shall be the first (1st) Area Assembly of the fiscal year for the
purpose or purposes of transaction of such business as may properly
come before the meeting.

2.09. Notice of Regular Meeting. Notice of the time, place, and
purpose or purposes of regular Area Assembly shall be served, either
personally or by mail, not less than ten (10) days before the meeting
upon each person who appears upon the books of the Corporation as a
member and, if mailed, such notice shall be directed to the member at
the address as it appears on the books of the Corporation, unless
there was filed with the Secretary of the Corporation a written
request that such notices be mailed to some other address designated
in such request.

2.10. Special Meetings. Special meetings of the Area Assembly
may be called at any time by the Chairman or Delegate, or by three
(3) Officers, and must be called by the Chairman or Secretary on
receipt of the written request of one-third (1/3) of the members of
the Corporation, or upon majority vote of any Area Assembly.

2.11. Notice of Special Meeting. Notice of special Area
Assembly will follow the same procedure as is in section 2.09 of
these By-Laws.

2.12. Quorum. At any Area Assembly the presence in person of
any members shall constitute a quorum for all purposes, and the act
or acts of a majority of the quorum shall be the act of the
Corporation, except as may be otherwise specifically provided by
statute or by these By-Laws. A meeting may be adjourned from time to
time by majority vote without any notice other than by announcement
at the meeting and without further notice to any absent members. Any
business may be transacted at the next meeting which might have been
transacted at the adjourned meeting.

2.13. Voting Procedures. No proxy voting shall be allowed. The
vote for Officers of the Corporation (Chairman, Delegate, Alternate
Delegate, Secretary, Treasurer) shall otherwise be conducted by the
3rd Legacy Procedures as defined in The AA Service Manual by written
ballot. All Major Actions will require a 2/3 affirmative vote;
regular business requires a simple majority.

2.14. Inspectors of Elections. The Board of Directors may at
each election meeting appoint two (2) persons (who need not be
members) to serve as inspectors of the election that is occurring.

2.15 No Compensation for Service Rendered. No member shall
receive any compensation from the Corporation for any services
rendered.

2.16. Expense Reimbursement. The annual corporate budget as
presented by the Treasurer and approved by the Area Assembly shall be
the general guide for reimbursement of expenses. Budgeted expenses
will be tendered to those entitled upon receipt of appropriate
supporting documentation, but no member shall be empowered to spend
in excess of three hundred dollars ($300.00) of unbudgeted corporate
funds in any single or continuing fashion, unless directly authorized
to do so by the Area Assembly.

ARTICLE III

Officers

3.01. Designation. The Officers of the Corporation shall be a
Chairman, a Delegate, an Alternate Delegate, a Secretary, a
Treasurer, a Registrar and an Immediate Past Delegate. For all
statutory purposes, the Chairman shall carry out the duties of the
President of the Corporation. No person may hold the offices of both
Chairman and Secretary, nor of both Chairman and Delegate.

3.02 Vacancies. In case any office of the Corporation becomes
vacant by death, resignation, retirement, disqualification, or any
other cause, the current Delegate may appoint an officer to fill such
vacancy, and the officer so appointed shall hold office until the
next Area Assembly, and thereafter for the unexpired term if approved
by the Area Assembly, unless the Area Assembly deems an election
process in order.

3.03. Chairman. The Chairman shall: preside over all Area
Assembly and Area Committee meetings; shall have the general charge
and supervision of the business of the Corporation; may sign and
execute, in the name of the Corporation, all authorized deeds,
mortgages, bonds, contracts, or other instruments, except in cases in
which the signing and execution thereof shall have been expressly
delegated to some other officer or agent of the Corporation; see that
the Annual Report is filed with the records of the Corporation, and
an abstract thereof entered into minutes of the Annual Meeting; and
in general shall perform all duties incident to the office of
President, and such other duties as from time to time may be assigned
by the Area Assembly.

3.04 Delegate. The Delegate shall represent the Corporation
and its members at the annual Senior General Service Conference of
Alcoholics Anonymous, and bring back to the Corporation and its
members the results of the conference meeting. The Delegate, at the
request or in the absence of the Chairman, shall perform the duties
and exercise the functions of the Chairman. The Delegate shall
always be the Corporate Resident Agent.

3.05. Alternate Delegate. The Alternate Delegate, at the
request or in the absence of the Delegate, shall perform the duties
and exercise the functions of the Delegate.

3.06. Secretary. The Secretary shall keep the minutes of the
meetings of the members in books provided for that purpose; shall see
that all notices are duly given in accordance with the provisions of
the B-Laws or as required by law; shall be custodian of the records
of the Corporation; shall maintain a current name and address list of
all present members; shall see that the Corporation seal is affixed
to all documents, the execution of which, on behalf of the
Corporation, under its seal, is duly authorized, and when so affixed
may attest the same; and in general shall perform all duties incident
to the office of a secretary of a corporation, and other such duties
as from time to time may be assigned by the Area Assembly.

3.07. Treasurer. The Treasurer shall have charge and be
responsible for all funds, securities, receipts and disbursements of
the Corporation; and shall deposit, or cause to be deposited, in the
name of the Corporation, all monies or other valuable effects in such
banks, trusts companies or other depositories as shall from time to
time be selected by the Area Assembly; shall render at each Annual
Meeting a year end accounting of corporate accounting matters as well
as a proposed budget for the coming year, and to the Chairman or the
Area Assembly whenever requested, an account of the financial
condition of the Corporation in relationship to all corporate
liabilities and assets; and in general perform all the duties
incident to the office of a treasurer of a corporation, and such
other duties as may be assigned by the Area Assembly.

3.07 Registrar. The Registrar shall keep records and changes
to the roster of Area groups, keep the General Service Office
informed as to the changes in such rosters; keep a record of contact
information of the Area officers and committee chairs; and in general
perform other such duties as may be assigned by the Area Assembly.

3.08 Immediate Past Delegate. The Immediate Past Delegate
shall serve as the Area 12 Convention Chair; and in general perform
other such duties as may be assigned by the Area Assembly.

3.09. Removal of Officers and Directors. Any Officer or
Director may be removed by the affirmative vote of two-thirds (2/3)
of a quorum at any regular or special Area Assembly called for that
purpose, for conduct detrimental to the interest of the Corporation,
for lack of sympathy with its objectives, or for refusal to render
reasonable assistance in carrying out its purpose. Any person
proposed to be removed shall be entitled to a least a five (5) day
notice in writing by return receipt mail or in person of the meeting
at which such removal is to be voted upon, and shall be entitled to
appear before and be heard at such meeting.

ARTICLE IV

Agents and Representatives

4.01. The Resident Agent of the Corporation shall be the current
Delegate. Other agents or representatives may be appointed by the
Area Assembly to perform such acts or duties on behalf of the
Corporation as may be consistent with governing statutes, the
Articles of Incorporation, and these By-Laws.

ARTICLE V

Contracts

5.01 he Area Committee, except as in these By-Law otherwise
provided and subject to review by the Area Assembly, may authorize
any Officer or agent to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the
Corporation, and such authority may be general or confined to a
specific instance; and unless so authorized by the Area Committee, no
Officer, agent, or employee shall have any power or authority to bind
the Corporation by any contract or engagement, or to pledge its
credit, or render it liable pecuniarily for any purpose or to any
amount.

ARTICLE VI

Committees

6.01. Special Advisory Committees. The Chairman of the
Corporation may appoint one or more Advisory Leaders to committees
that have been duly established by the Area Assembly. The members of
such committees shall be appointed by and shall serve at the
direction of the Chairman and the Area Assembly. Such Advisory
Leaders shall advise and aid the membership in all matters designated
by the Chairman or the Area Assembly. Each committee may, subject to
the approval of the Chairman, prescribe goals and the procedures by
which it will function.

6.02. Ad-hoc Committees. The Chairman may form and dissolve such
committees as may be needed to perform a specific purpose for the
Corporation.

ARTICLE VII

Fiscal Year

7.01. The fiscal year of the Corporation shall commence on
January 1st of each calendar year, and end on December 31st of the same
year.

ARTICLE VIII

Prohibition Against Sharing in Corporate Earnings

8.01. No member, or employee, or member of a committee, or any
person connected with the Corporation, or any other private
individual shall receive at any time any of the net earnings or
pecuniary profit from the operation of the Corporation, provided this
shall not prevent the payment to any such person authorized expenses
incurred; and no such person or persons shall be entitled to share in
the distribution of any of the corporate assets upon dissolution of
the Corporation. All members of the Corporation shall be deemed to
have expressly consented and agreed that upon dissolution or winding
up of the affairs of the Corporation, whether voluntary or
involuntary, the assets of the Corporation, after all debts have been
satisfied, then remaining in the hands of the Board of Directors
shall be distributed, conveyed, delivered, and paid over, in such
amounts as the Board of Directors may determine or as may be
determined by a court of competent jurisdiction upon application
of the Board of Directors will distribute the funds to charitable,
religious or educational organizations including but not limited to
any in state or out of state Alcoholic Anonymous organizations,
which would then qualify under the provisions of Section 501 (c) (3)
of the Internal Revenue Code and its Regulations as they now exist or
as they may hereafter be amended.

ARTICLE IX

Investments

9.01. The Corporation shall have the right to retain all or any
part of any securities or property acquired, and to invest and
reinvest any funds held by it, without being restricted to any class
of investments which a fiduciary is or may hereafter be permitted by
law or any similar restriction to make, provided, however, that no
action shall be taken by or on behalf of the Corporation which is a
prohibited transaction or would result in the denial of the
Corporation’s tax exemption under the Internal Revenue Code and its
regulations as they now exist or as they may hereafter be amended.

ARTICLE X

Exempt Activities

10.01. Notwithstanding any other provisions of these By-Laws, no
member or representative of this Corporation shall take any action or
carry on any activity on behalf of the Corporation unless permitted
to be taken or carried on by an organization exempt under Section 501
(c) (3) of the Internal Revenue Code and its regulations as they now
exist or as they may hereafter be amended, and by an organization
contributions to which are deductible under Section 170 (c) (2) of
such Code and regulations as they now exist or as they may hereafter
be amended.

ARTICLE XI

Amendments

11.01. Any member may propose to make, alter, amend, or repeal
the By-Laws of the Corporation, by submitting the proposal at any
Area Assembly. If the Area Assembly feels the proposal may have
merit, it shall forward the proposal to the Area Committee for
discussion. The Area Committee shall return the proposal with a
recommendation at least twenty (20) days prior to the next Area
Assembly, and written notice of the Committee’s recommendation shall
be included in the notice of the Area Assembly meeting, which may
adopt the proposal by a two-thirds (2/3) vote of a quorum.

ADOPTION

These By-Laws of the Delaware General Service Assembly, Inc., of
Alcoholics Anonymous were adopted at the meeting of the Area
Committee held on August 19, 2006, at the Dover Grange, 911 S.
Governors Avenue, Dover DE 19904.