CoDA Service Conference Items                                                                         Page                                                                          1

ACTION   12001        7/10/2012 Vote                    Committee                           Facilitator Name

Subject  Quorum Count

Item:  Quorum count: 40 voters. 2/3 is 27 and needs to be minimum in room to conduct business.

Intent

Remarks

ACTION   12002        7/10/2012 Vote UNANIMOUS  Committee                           Facilitator Name

Subject  Approval of agenda

Item:  Amend and approve agenda

Intent

Remarks       Ad Hoc extended by 10 minutes, CoRe extended 10 minutes and election explanation reduced to 5 minutes.

MOTION  12003        7/10/2012 Vote UNANIMOUS  Committee                           Board Name Evie

Subject  Give committee chairs voice and alternate committee member when chair is out of room

Item:  Committee chairs will have voice for duration of conference. Alternate member will speak when chair is out of room.

Intent

Remarks       Amendment to include vice chairs

ACTION   12004        7/10/2012 Vote 2/3 VOTE       Committee                           Facilitator Name Allison

Subject  Quorum Count

Item:  Quorum Available.

Intent

Remarks

ACTION   12005        7/10/2012 Vote                    Committee                           Board Name Evie & board

Subject  Report

Item:  Explanation of Board activities, goals and motions, assignment of VEIs.

Intent Transparency

Remarks

MOTION  12006        7/10/2012 Vote 2/3 VOTE       Committee                           Board motion #6  Name             Evie S

Subject  Process changes to filing motions by committees

Item:  A. To make the following changes to approved Motion #10105 and then modify accordingly FSM Section 10,

          CoDA Service Conference Procedures;  Guidelines for Board, Committee and VE Reports, Issues and Motions

          presented at CoDA Service Conference (CSC):.

         

 Intent To make changes to motion #10105 to clarify and correct that motion and what falls into which category. This

         motion supersedes motions 10105, 10078 and 11093

Remarks       Minor motion amendments made to correct language.

            

             33 for

             2 opposed

             4 abstentions

ACTION   12007        7/10/2012 Vote                    Committee                           Facilitator Name      Allison

Subject  Quorum Count

Item:  Quorum Available.

Intent

Remarks

MOTION  12008        7/10/2012 Vote 2/3 VOTE       Committee                           facilitator Name      Allison

Subject  Extend time

Item:  Allow board to continue until 2:20

Intent

Remarks

MOTION  12009        7/10/2012 Vote 2/3 VOTE       Committee                           Board Name Dagmar

Subject  Motion #5

Item:  Motion:

          Motion to add a new section to the By Laws under Article VII, labeled Section 3 Qualifications of Trustees and to

          modify the Qualifications section under CoDA Board of Trustees Position Description in the FSM to contain the

          same wording :

          Section 3. Qualifications of Trustees.

          Trustees are elected by the Voting Members with consideration of the candidates’ capabilities and experience in the

          following:

          1.            Working knowledge of the Twelve Steps, Twelve Traditions and Twelve Service Concepts of Co-Dependents

          Anonymous

          2.            Willingness and availability to serve the Fellowship through major service projects.

          3.            Demonstration of skills and abilities while doing CoDA Service for two or more years.

          4.            Understanding and experience of the group conscience process.

          5.            Courage to express oneself and the ability to listen and communicate effectively with others.

          6.            Dedication and commitment to the health of CoDA.

          7.            Desire to carry the message to the still suffering codependent.

          8.            Skills and experience necessary for the Board of Trustees to fulfill its legal and fiscal responsibilities to the

          Corporation.

          9.            Attendance at a previous CSC.

Intent Suggested by corporate attorney

Remarks       Amended to include 12 Service Concepts in qualification #1.

            

             41 for

             o against

             1abst


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MOTION  12010        7/10/2012 Vote UNANIMOUS  Committee                           Board Name Mercedes

Subject  motion #3

Item:  Move to add the 12 Service Concepts to the By Laws under the section Guidelines, and add the words “Service

          Concepts” and “Concepts” in the second paragraph of this section (additions highlighted).

         

          “Accordingly, the Trustees in their deliberations and decision making process shall be guided in spirit by these

          CoDA Twelve (12) Steps, Traditions and Service Concepts and shall use their best efforts to insure that these Steps,

           Traditions, and Concepts are upheld. On behalf of the Fellowship, the Trustees shall act to prevent, within their

          power, any modifications, alterations or extensions of these Traditions or Concepts.

Intent As the Steps and Traditions are intended to guide the Board, we believe the Service Conepts are equally important

         and need to be added to the By Laws as guidelines.

Remarks       For: 35

             Against:0

             Abstentions: 3

MOTION  12011        7/10/2012 Vote UNANIMOUS  Committee                           Board Name Florence

Subject  Motion #2

Item:  Original wording:

          Move to add the following wording to the By Laws under the section Corporation, Item 1-a:

          ". . . And generally monitor and support the work of the committees as directed by the CoDA Service Conference."

         

         

          Amended wording:

          Move to add the following wording to the By Laws under the section Corporation, Item 1-a:

               “. . . and observe and support the work of the committees as directed by the CoDA Service Conference.”

 

Intent to clarify the relationship between the committees and the Board.

Remarks       For: 37

             Against: 0

             abst.: 4

ACTION   12012        7/10/2012 Vote                    Committee                           Ad Hoc Name      Deborah

Subject  report

Item:  Gave report.

Intent

Remarks

ACTION   12013        7/10/2012 Vote                    Committee                           Finance Name      Judi T

Subject  report - budget process explanation

Item:  Judi explained the process of collecting and combining all budgets and forming a prudent reserve.

Intent

Remarks

MOTION  12014        7/10/2012 Vote 2/3 VOTE       Committee                           Events Name David

Subject  Elections process change

Item:  Motion:  Events Committee moves that CSC adopt the following procedures for conducting elections, and that these

           procedures be included in the Fellowship Service Manual.

         

          Conference Election Procedures

          Election Committee Guide

          Members of the Events committee who are not delegates will serve as the Conference Election Committee. Election

          Committee Actions:


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          A. Establish location or contact person/s to receive Trustee applications.

          B. The Election Committee:

          1. will encourage applications for the CoDA, Inc. and CoRE boards prior to the CSC, and forms will be included in

           delegate packet;

          2. have copies of Board and CoRE applications available on the first day of the Service Conference.  As applications

          are submitted the Election Committee will make copies of them to distribute to delegates, taking care that each

          voting delegate gets a copy;

          3.  announce and facilitate a candidates form the evening before the election;

          4. have the Facilitator announce to CSC when additional applications have been received and are available.

          C. The Voting Process is handled by the Election Committee.  Facilitator turns time over to Election Committee.

          1. The names of the applicants should be displayed in some fashion for all at CSC to view.  

          2. Blank pieces of paper (typically ½ sheet or ¼ sheet will suffice) are distributed to voting delegates only. 

          3. Voting Delegates must have a Conference ID badge that identifies them as a Delegate. 

          4. The facilitator or the current Board chairs can advise how many openings are to be filled by this conference vote. 

          Delegates should be instructed to write down that number of names from the list of applicants.  After sufficient time

          for Delegates to vote the ballots should be collected, again taking care to only accept from voting delegates with

          Conference ID badge.

          5. Election committee should move to a secure area and count the votes.   At least 2 members of the election

          committee should view each ballot and agree on the applicants voted for on each ballot.  If possible two people

          should also be involved in recording the votes.  Alternatively each member of the election committee may view each

           ballot and record their own tally.   

          6. When all votes are counted and there is agreement on the vote totals for each applicant; the committee should

          order the applicant names from those getting the most votes to the least votes.  The votes and tally sheets should be

           secured until after the announcement and then destroyed. 

          7. The applicant receiving the most votes over a majority, fill the vacant Trustee positions. 

          8. If there are vacant position/s remaining and remaining applicants that didn’t receive a majority of votes, it will be

          necessary to have a run-off election to fill the vacant position/s.   Those not receiving a majority may be elected as

          alternates.

          9. Return to the Conference floor and get permission from the facilitator to announce the election results.   Do not

          announce the vote totals.   Announce the election results.  Destroy the votes and tally sheets.

Intent Since the first CSC there have been procedures followed for elections, but they have never been written down or made

          into a policy.  This motion intends to correct that, so that going forward everyone attending CSC can know how

         elections will be handled.

Remarks       for: 26

             against: 1

             abstain: 7

ACTION   12015        7/10/2012 Vote                    Committee                           Board Treasurer   Name        Barbara D

Subject  treasury report

Item:  Submitted reports; P&L,

          2011 went over budget by $12k

Intent

Remarks

ACTION   12016        7/10/2012 Vote                    Committee                           CoRe  Name Mary I

Subject  CoRe report

Item:  members: Teri S

          Della

          Brandy

          Loretta

Intent

Remarks


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MOTION  12017        7/10/2012 Vote TABLED        Committee                           Facilitator Name      Allison

Subject  Approve motions from today

Item:  Move to accept motions

Intent

Remarks

MOTION  12018        7/11/2012 Vote 2/3 VOTE       Committee                           IMC   Name Leslie

Subject  motion #1

Item:  To change some simple wording in the FSM’s Disagreement, Mediation and Resolution in Our Group Conscience

          Process.  See remarks for new version.

         

          Amendments:

          Remove page number reference.

          Clarify how link in FSM should be written

Intent change wording to clarify

Remarks       for: 34

             against:0

             abstain: 3

            


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MOTION  12019        7/11/2012 Vote 2/3 VOTE       Committee                           IMC   Name Loretta

Subject  motion #3

Item:  (1)          To update Section 5, Voting Entity Structure: Insert highlighted sentences as noted in the second paragraph

          under section 5, Page 22, FSM - Voting Entity Service Structure.  (Yellow highlighted = ADD)

         

          A Voting Entity may also choose to divide into two or more Voting entities  according to CoDA’s By-laws.  

          Please review FSM section 7, under the Issues Mediation Committee description -“Voting Entity Division Process”

           for IMC guidance regarding the process. Each separate Voting Entity may then…..

         

          (2)          To update Section 7 in FSM’s “Board Overseen Service Functions and Coda Standing Committees” Issues

          Mediation Committee’s (IMC) description as indicated in the attached document.  See attachment with requested

          new additions in yellow highlights.

Intent To update Section 5 (Voting Entity Structure) & Section 7 (the description of IMC’s duties) as outlined in Section 2

          of the By-Laws in the FSM regarding splitting of Voting Entities. IMC has created  a registration, application &

         approval process for splitting of VE’s.

Remarks       Original wording:

            

             2.        Consider Geographical boundaries.

             3.        Consider division by Language.

             4.        Consider city, county, parish, state boundaries. 

            

             Amended wording:

             2.        Any geographical, political, language and cultural boundary or area as defined by the VE.

            

             Or: 30

             against: 0

             Abstain: 2

MOTION  12020        7/11/2012 Vote MAJORITY     Committee                           IMC   Name Cathy

Subject  motion #2

Item:  : (1)To replace the existing eligibility section in the FSM’s very first paragraph under Section 7 -  Issues Mediation

          Committee (IMC) to read as follows (add in yellow highlights; delete in blue):

         

         

          The CoDA Service Conference elects members of the Issues Mediation Committee (IMC) according to guidelines

          established by the Conference. Therefore, the IMC is responsible to the CSC.  Voting Entity Delegates and

          alternates are eligible to serve on the IMC.  To be eligible to serve on the IMC, a candidate shall be a current or past

           Voting Entity Delegate or Alternate,

         

                        New applicants shall be present at CSC to be elected,

                        A Current IMC member may be re-elected even if they are not attending the Conference by expressing an interest to

          continue service by written communication to the Conference, submitted by another IMC member and/or other

          trusted servant. 

         

         

          All eligible members should either have an in-depth knowledge of, or share a strong willingness to learn, CoDA’s 

          FSM principles, guidelines and Bylaws.

Intent

Remarks       for: 24

             against: 8

             abstain: 6


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ACTION   12021        7/11/2012 Vote                    Committee                           IMC   Name Natasha

Subject  report

Item:  Report truncated for time.

Intent

Remarks

MOTION  12022        7/11/2012 Vote 2/3 VOTE       Committee                           SSC    Name Eric

Subject  motion #1

Item:  Replace Section I C of the Meeting Starter Packet so it reads as follows:

          Can our group use the CoDA Tax ID Number?

          No. The CoDA Tax ID Number, also known as the Employer Identification Number (EIN) is not for use by any

          other level of CoDA except the corporate level.

          Why?

          The Co-Dependents Anonymous, Inc. EIN is specific to the corporation of CoDA, a US corporation.

          Having an “umbrella” tax status would require that each group submit all the identifying information of their

          officers, to CoDA for the official record. In addition, CoDA would be responsible for the groups’ financial reporting

          and financial activity. We would have to establish a system of controls over the finances of each CoDA group,

          intergroup/community, and Voting Entity or regional service board. We would somehow have to ensure the use of

          all income solely for CoDA purposes and require regular reports to some central CoDA organization which would

          account to tax authorities for the activities of Co-Dependents Anonymous, Inc.

          All of this conflicts with our Traditions of anonymity, group autonomy and our service structure.

          For this reason we recommend that each meeting group, intergroup/community, or Voting Entity organization

          assess its own need for a Tax ID # /EIN and if necessary, apply for its own.

Intent To streamline and simplify information about bank accounts, EINs, etc.

Remarks       for: 34

             against: 0

             Abstain: 4

ACTION   12023        7/11/2012 Vote                    Committee                           SSC    Name Eric

Subject  report

Item:  SSC considered AZ VEI #1 Sending back to AZ for clarification.

Intent

Remarks

ACTION   12024        7/11/2012 Vote                    Committee                           H&I   Name Yumi

Subject  report

Item:  Report on website

Intent

Remarks

MOTION  12025        7/11/2012 Vote 2/3 VOTE       Committee                           H&I   Name Lou

Subject  motion #1

Item:  Original motion:

          Move that the Finance Committee communicate to the committee chairs at least quarterly how each budgeting area

          is doing indicating Expenses against Budget and Income against expenses YTD as a whole.

         

          Amended motion:

          Move that Board be tasked to create and implement a process whereby the committee chairs, at least quarterly,

          receive reports of YTD Expenses and Income against Budget.

Intent In the spirit of full financial disclosure and accountability, it is the desire of this committee to know on a regular

         basis how we are doing against our budget as a committee and how CoDA is doing as a whole.

Remarks       for: 33

             against: 2

             abstain: 3

MOTION  12026        7/11/2012 Vote 2/3 VOTE       Committee                           Literature Name      Judi T

Subject  motion

Item:  Modification to CoDA booklet "Making  Choices":

         

          Change the text under the "Sexuality and Spirituality" section, item number 7 which states "My sexual orientation

          is  my own choice. No one can define who I am, but me" to the  following:

         

          "The expression of   my sexual orientation is my own choice.  No one  but me can define who I  am."

         

          Amended to:"The identification of and expression of my gender and my sexual orientation are my right. No one else

          has a right to define who I am."

Intent Intent:  The CoDA Literature Committee finds  that the notion that gay, lesbian, bisexual or transgender  individuals

          "choose" their sexual orientation is a very outdated idea which  has led to many years of persecution, disrespect and

         discrimination against  such individuals. We believe it was or should be the intent of the Fellowship  that the


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         manner in which any person chooses to express their sexual orientation  is their choice, not the orientation itself. 

         The intent of this change is  to ensure that CoDA Literature supports the principle  of Tradition Three which

         welcomes all individuals who seek healthy and  loving relationships, and does not contain material which is or could

          be  perceived to be offensive or disrespectful to any member of the fellowship  on the basis of  his/her sexual 

         orientation.

Remarks       for: 35

             opposed: 1

             abstain: 4

ACTION   12027        7/11/2012 Vote                    Committee                           Literature Name      Judi T

Subject  report

Item:  Current chair is leaving service.

Intent

Remarks

ACTION   12028        7/11/2012 Vote                    Committee                           Finance Name

Subject  report

Item:  Gave report.

         

          Improved ERR policy & procedure.

Intent

Remarks

MOTION  12029        7/11/2012 Vote MAJORITY     Committee                           Finance Name      Judi T

Subject  motion 1

Item:  Motion:

          That the description of the Finance Committee in the Fellowship Service Manual be updated so it reads:

          Finance Committee

          The CoDA Finance Committee works with the CoDA Treasurer and Board to provide financial oversight, analysis,

          and advice to the Fellowship of CoDA with respect to:

           

                      Prudent budgeting and investing

                      Financial stability

                      Monetary resources of the CoDA Fellowship.

         

          Finance Committee Responsibilities:

          Calculate and report our prudent reserve to the Fellowship at the annual Service Conference. We may report it at

          other times of year if needed.

         

          Annually review proposed budgets submitted by committees, boards, & Fellowship Services.

          The committee considers whether or not CoDA’s income supports the budget requests and allows for our prudent

          reserve* while integrating the requests into one overall budget.  

          Provide input to the CSC related to the financial implications of proposals under discussion and suggest options, as

          prudence requires.          

         

          The Finance Committee makes the motion to approve the overall budget to voting members at CSC.

           

          Apprise the CoDA Board and Fellowship of changing financial circumstances, which might require budgetary

          adjustments between CoDA Service Conferences.

         

          Review expense reports submitted by committee & board members for adherence to CoDA’s Expense

          Reimbursement Policy.

         


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          Review CoDA's investments for adherence to Conference approved policy.

         

          Review the Expense Reimbursement Policies and Procedures, and propose amendments when needed.

                   

          * Prudent reserve equals 3 years of actual expenses.

Intent To more accurately reflect the work of the Finance Committee.

Remarks       For: 27

             Opposed: 1

             Abstain: 6

MOTION  12030        7/11/2012 Vote 2/3 VOTE       Committee                           Finance Name      Judi T

Subject  motion 2

Item:  Move to replace CoDA’s current Expense Reimbursement Policy(ies) with the following Expense Reimbursement

          Policy: 

         

         

          Co-Dependents Anonymous Inc

          Expense Reimbursement Policy

          Contents

          1.            Introduction

          2.            Travel

          3.            Reimbursable Expenses:

          3.a.         Transportation

          3.b.         Lodging

          3.c.         Per diem Allowance

          3.d.         Other

          4.            Non-reimbursable Expenses

          5.            Travel Advances

          6.            Receipts

          7.            Timeliness

          8.            Policy Exceptions

         

          Appendix A - Current CSC Approved Per diem and Mileage rate; Currency Conversion; Service Conference

          Registration Fees

          Appendix B - What is Not Reimbursable

          Appendix C – Responsibilities of Chairs

           

          Co-Dependents Anonymous

          Expense Reimbursement Policy

          1.            Introduction:

          Our travel policies, procedures & processes are in place to ensure the fair, consistent and transparent reimbursement

          of legitimate expenses incurred by members of Co-Dependents Anonymous (CoDA).  All trips must be planned to

          accomplish CoDA business.

          CoDA funds are derived from 7th Tradition donations and from royalties on the sale of our volunteer-written

          literature. It is the responsibility of each trusted servant to ensure that our funds are responsibly spent in the most

          cost-effective way.

          This policy aims to cover most eventualities, but cannot be fully comprehensive.  If your situation is not covered in

          this policy contact the CoDA Board (board@coda.org) and Finance Committee (finance@coda.org).

          We appreciate that volunteers give their time, skills and energies in service for CoDA; we want to reimburse your

          expenses in a timely manner. Our goal is to reimburse within 30 days of your submitting an Expense Report to the

          CoDA bookkeeper.

          2.            Travel:

          Committee and board travel is budgeted for and approved by the CSC.  In the rare circumstance where additional

          travel expenses are needed, they must be approved by the CoDA Board (board@coda.org) and Finance Committee


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          (finance@coda.org) before expenses are incurred.

          Chairs are responsible for fully understanding the travel policy and expense reimbursement procedure, for planning

          their committee meetings and for reviewing and approving expense reimbursement submissions. See Appendix C for

           Responsibilities of Chairs.

          Members are responsible for organizing and paying for their own lodging and transportation as well as timely

          submission of their expense reimbursement requests. Members cannot be reimbursed for another member’s expenses.

           See Expense Reimbursement Procedure.

          Special provision in terms of extra nights lodging and per diem has been approved by the Board for members who

          travel across 4 times zones or more.

          3.            Reimbursable expenses

           CoDA business events for which some members may incur reimbursable expenses include:

                        CoDA Service Conference

                        Committee & Board Face to Face (F2F) meetings (These meetings cannot be held on the same days as the CSC.)

                        CoDA Convention (Some expenses for members who are the main speakers with the prior agreement of the Events

          Committee may be reimbusable.)

          3.a.         Transportation

          Airlines: Tickets should be purchased in advance. All air travel must be economy or coach class. Special, low-cost

          rates should be used when possible. The use of frequent flier miles will not be reimbursed.

         

          Trains & Buses: Travel by train and bus should be by coach and cannot exceed the lowest cost of the most

          reasonable form of other public transportation such as air.

         

          Private Automobile: CoDA business use of a privately owned automobile is reimbursed at the CSC approved rate

          per mile (see Appendix A). The mileage reimbursement rate covers all automobile related expenses including

          insurance.

          Reimbursement for the total cost to drive to and from a meeting may not exceed the cost of an economy airfare.  Per

          Diem is reimbursable only for the amount of time it would have taken to fly.

          Automobile Rental: Preapproval by the CoDA Board is required before contracting for a rental car. Supply the

          purpose of travel, start and finish dates, destinations and estimated mileage when applying for rental car

          authorization.  Only compact or intermediate automobiles may be rented. Gas used in the rental car is a reimbursable

           expense, with receipts.

         

          Shuttle Bus, Courtesy Cars, Taxis and Parking: Use shuttle bus and courtesy cars to and from airports and hotels.

          Where taxis are necessary, members are encouraged to share taxis whenever possible.

         

          3.b.         Lodging

          Lodging should be of a reasonable, not luxurious, standard, generally 2-3 stars. See Appendix A for further

          information.

          When making hotel reservations to attend attending a CoDA Service Conference, you must request the Conference's

          special lodging rate. If an individual chooses to stay elsewhere, reimbursement is made at an amount no higher than

          the rate negotiated by CoDA; no reimbursement is provided for transport between the alternate location and the

          CSC.

          3.c.                      Per Diem Allowance

          CoDA members on business are given a per diem allowance for meals and incidentals. This allowance is approved at

           CSC (see Appendix A.)  Per diem will be paid in full on all days except the travel days, which will be paid at 75%

           unless travel began before 7:30am or completed after 6pm in which case the full amount will be paid

          3.d.         Other

          Business telephone expenses are reimbursable only when no free alternative is available

          4.            Non-Reimbursable expenses (see Appendix B)

          5.            Travel Advance

          Members may apply for an advance of up to 80 % of your estimated out-of-pocket expenses for by using the Expense

          Reimbursement Request (ERR) form. The minimum amount of an advance is $200.

          The Advance claim can be made up to 45 days prior to the departure. Payment is usually made up to 30 days

          maximum before departure.

          However, if there is a significant price advantage by purchasing further in advance for travel outside the US, the

          member seeking reimbursement may submit details to the Treasurer and Finance Chair for an exception.


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          Advances must be refunded to CoDA immediately when a trip is cancelled or postponed. No  advances will be made

           if a member has  an outstanding advance.

          6.            Receipts

          All items claimed on the form must be substantiated with a detailed receipt, except for meals, mileage, and

          parking/toll/rapid transit charges less than $10.

          In cases where receipts have been lost, attach a signed statement to the ERR, explaining the missing receipt. Attach

          a copy of the credit card statement and any other available proof of purchase. If reasonable, the substituted

          documentation may be accepted as a receipt.

          7.            Timeliness

          Our goal is to reimburse within 30 days of receipt of a correct Expense Reimbursement Request (ERR). Any errors

          in information submitted or procedure will cause a delay.

          ERRs submitted more than 60 days after the end of the event that necessitated the expense will be reimbursed but

          will be considered income to the person receiving the reimbursement and a 1099 will be sent documenting the

          income.

          8.            Policy Exceptions

          A policy cannot foresee every possibility and/or expense. A CoDA member who wants to file for an exception needs

          to submit relevant documentation and obtain written approval from the CoDA Board and Finance committee.

           

          Expense Reimbursement Policy

          Appendix A

          Per Diem rates and mileage rate changes are approved at the CoDA Service Conference,

                        Mileage rate is 50c per mile (CSC Approved 2011)

                        Per Diem is $40 per day(CSC Approved 2011)

          Per diem will be paid in full on all days except the travel days, which will be paid at 75% unless travel began before

           7:30am, or completed after 6pm, in which case the full amount will be paid.

          The actual currency conversion rate should be used in submitting ERRs when there is documentation available to

          support it. Otherwise, CoDA will use the currency exchange rate from the date of the transaction.

          All trustees and chairs must register for the Service Conference, even though registration fees are waived for Board

          members and standing Committee Chairs. 

          Expense Reimbursement Policy

          Appendix B

          What is not reimbursable

          This list can never be fully comprehensive.  If in doubt, please check with the Finance committee or your board

          liaison before incurring the expense.

          1.            Expenses incurred in attending the annual Convention. The Convention is a personal recovery event, and not an

          extension of the Conference.

          2.            Any extra costs in terms of airfare or other transport where a vacation is added before or after a business event. A

          statement giving comparison details of costs of extended flight dates should be provided

          3.            Reimbursement of the cost of a comparable ticket, if you choose to use your frequent flyer benefits..

          4.            The cost of travel for spouses, family members or friends

          5.            Costs incurred for personal reasons or in extending a trip for personal reasons

          6.            Parking fines or fees for traffic violations

          7.            Damage to personal vehicles

          8.            Lost or stolen articles

          9.            Travel Insurance 

          10.          Medical and/or personal accident insurance (May be approved for foreign nationals travelling to US on CoDA

          business, whose coverage doesn’t cover US emergency medical costs.)

          11.          Visas, passport charges

          12.          Air-Phone Usage

          13.          Personal phone calls

          14.          ATM or bank charges

          15.          Credit card costs, including finance charges and usage fees

          16.          Alcoholic beverages

          17.          Room service charges

          18.          Entertainment (e.g. movies, video games, concerts)

          19.          Laundry, dry cleaning services, valet services


                                                               CoDA Service Conference Items                                                                         Page                                                                         15

           

          Expense Reimbursement Policy   Appendix C

         

          Responsibilities of Chairs

          Committee chairs will review and understand CoDA’s expense reimbursement policies and procedures.

          Committee chairs are responsible for reviewing ERRs submitted by committee members according to CoDA’s

          Expense Reimbursement policies. Chairs will approve ERRs if they are within CoDA’s policies and procedures.

          Committee chairs are responsible to ensure that expenses fall within their committee budget.

          Committee chairs are responsible for submitting an agenda for Face to Face meetings to document the purpose of the

           meeting.

         

          Committee chairs should use the following guidelines when planning committees or conference calls:

                        Location

          o             Plan a meeting in a city where one or more of the members live, to save at least one airfare.  

          O            Hold the meeting in a city where members can get direct flights. 

          O            Plan ahead so members can watch for good airfares. Often, it is difficult to get reasonably priced airfares around

          holidays and school vacations. 

                        Hotel

          o             People should always share rooms unless the number and/or gender of attendees makes that impossible.

         

          O            Plan to spend approximately $99 - $109 per room whenever possible. If rooms are unavailable in that price

          range, in a higher cost area, $139 - $149 is acceptable. These prices do not include taxes.

         

         

          O            Book a hotel that includes breakfast, provides free Internet service, and has a free shuttle to and from the airport.

         

          O            If you need a room in which to work try to find a hotel that can provide a free or very low cost meeting room.

                        Conference Calls

          o             Face to Face meetings should only be scheduled when there is work that cannot be done effectively via

          teleconference or email.  For free service, search for “free conference calls” on the Internet, or ask the Finance

          Committee (finance@coda.org)

                        Bring expense reports with you to distribute to meeting attendees and review the Expense Reimbursement Policy

          and Procedure with your committee during your meeting.

Intent

Remarks       For: 35

             Opposed: 2

             Abstain: 1

MOTION  12031        7/11/2012 Vote 2/3 VOTE       Committee                           Finance Name      Judi T

Subject  motion #3

Item:  To replace the current Expense Reimbursement Procedure and replace it with the following:

          Expense Reimbursement Procedure

          Complete the Expense Reimbursement Request (ERR) Form, available from your chair or from the Finance section

          of the Committee Work Area (CWA) on the website. 

          ERRs submitted more than 60 days after the end of the event that necessitated the expense will be reimbursed, but

          will be considered income to the person receiving the reimbursement and a 1099 will be sent documenting the

          income.

          If an Advance was received, indicate the amount of the Advance on the ERR and subtract the amount from the

          subtotal. 

          If the Advance exceeds the expense incurred, the person will submit a check or money order, within 10 days, made

          out to CoDA Inc. to repay the difference. Foreign nationals should return the money via bank wire transfer directly

          into CoDA’s bank account (contact the Treasurer for instructions.)

          Attach an explanation of the purpose if Other is checked on the ERR.

          Committee chairs are responsible for submitting an agenda for Face- to- Face meetings to document the purpose of


                                                               CoDA Service Conference Items                                                                         Page                                                                         16

          the meeting.

          Attach all receipts. In cases where receipts have been lost, attach a signed statement to the ERR, explaining the

          missing receipt. Attach a copy of the credit card statement and any other available proof of purchase. If reasonable,

          the substituted documentation may be accepted as a receipt.

          Attach Additional Info/Detail as may be required (for example, documentation of currency conversion rate used and

          currency conversion fees.)

          Foreign nationals only: Due to the new (2012) banking policies of CoDA's financial institution, wiring foreign

          currency is more complex. Please contact the Treasurer early in your travel planning process. Include a typed Wire

          Transfer Form to enable the Treasurer to transfer funds directly into your account (Contact the Treasurer for a copy.)

         

          Submit all Expense Reports as described below:

                        Email submission is preferred. (Scan documents and insert in email.) Any other form of submission may result in

          delays.

                        Submit ERRs to the bookkeeper with a CC to both “Approvers” (see chart below.)

          bookkeeper@coda.org

          Ms Lauren Alston

          14419 W. Trading Post Dr.

          Sun City West, AZ 85375

          FAX (320) 451-0017

                   

           

          ERR From                   Approved By 1                                                          Approved By 2

          Member                            Committee Chair                             Finance Liaison

          Committee Chair                      Board Liaison                           Finance liaison

          Finance Liaisons                   Committee Chair                   Board Finance Liaison

          Finance Chair                          Board Chair                                    Board Finance Liaison

          Board Member          Board Chair                                     Finance Liaison

          Board Chair                           Board Vice-Chair                           Finance Chair

         

          CoDA’s bookkeeper will:

                        Check ERRs to be sure all receipts are included.

                        Send ERRs & receipts to appropriate Chairs and Finance Liaisons.

                        Upon receipt of approvals, bookkeeper forwards the ERR to the Treasurer for payment.

                        Treasurer processes payment and notifies submitter that payment has been processed.

         

          If there are corrections needed on an ERR, discrepancies will be handled between an approver and member.  One of

          the approvers (chair or finance liaison) will contact the member for resolution.

          Our goal is to send reimbursement checks within 30 days of submission to the bookkeeper.

Intent

Remarks       For: 35

             Opposed: 2

             Abstain: 0

MOTION  12032        7/11/2012 Vote TABLED        Committee                           Finance Name      Judi T

Subject  motion #4

Item:  Add to the new Expense Policy:

          A Delegate's Voting Entity (VE) is the primary payer responsible for reimbursing the Delegate's expenses.  If a

          Delegate is also a committee chair and their VE is unable to pay the entire expenses for attending the CoDA Service

          Conference, the Delegate  may submit the balance of their unpaid expenses to CoDA World for reimbursement. 

          CoDA World will reimburse up to 50%  of their CSC expenses, according to CoDA World’s Expense

          Reimbursement Policies.

Intent A Delegate's Voting Entity (VE) is the primary payer responsible for reimbursing the Delegate's expenses.  If a

         Delegate is also a committee chair and their VE is unable to pay the entire expenses for attending the CoDA Service

         Conference, the Delegate  may submit the balance of their unpaid expenses to CoDA World for reimbursement. 


                                                               CoDA Service Conference Items                                                                         Page                                                                         17

         CoDA World will reimburse up to 50%  of their CSC expenses, according to CoDA World’s Expense

         Reimbursement Policies.

Remarks

ACTION   12033        7/11/2012 Vote                    Committee                           TMC  Name Fernando

Subject  report

Item:  Gave report including goals

Intent

Remarks

ACTION   12034        7/11/2012 Vote                    Committee                           Facilitator Name      Allison

Subject  IMC Elections

Item:  Nominees:

          John R. PA

          Natasha K. AZ

          Addie M. SoCal

          Jim D. CT

          Terri S. TX - declined

          Allison F. SC - declined

          Dianne B. Canada - declined

          Julie B. NorCal - declined

          Yumi M. NorCal - declined

          Judi T. MA - declined

          Luc B Canada - declined

          Fernando C. NorCal - declined

          Carlos R Mexico - declined

          Jamie W AZ

Intent To elect members of IMC for the next year.  All members of IMC must be elected at CSC.

Remarks       Elected:

             John R.

             Natasha K.

             Addie M.

             Jim D.

             Jamie W.

ACTION   12035        7/11/2012 Vote                    Committee                           Webmaster Name      Leo

Subject  Report

Item:  Gave report including goals

Intent

Remarks

ACTION   12036        7/11/2012 Vote                    Committee                           Connections Name      Chuck J

Subject

Item:  Report given, with goals and accomplishments

Intent

Remarks


                                                               CoDA Service Conference Items                                                                         Page                                                                         18

MOTION  12037        7/11/2012 Vote                    Committee                           Board Name Evie S

Subject  Ratify Board motions done through year

Item:  Motion by Dave M - TX to ratify all Board motions as presented.

Intent

Remarks       Approved: 34

             Opposed: 0

             Abstained: 3

ACTION   12038        7/11/2012 Vote                    Committee                           Events Name Facilitator

Subject  CSC Motions

Item:  Some corrections were made but no approval will be made until the end of CSC.

Intent

Remarks       The database update process needs to be documented and we need to make more of an effort to have an individual

             to enter CSC items into the database during CSC who does not have any other responsibilities at CSC.

ACTION   12039        7/12/2012 Vote                    Committee                           Facilitator Name      Alison

Subject  Quorum count

Item:  Quorum achieved 9:15am

Intent

Remarks

ACTION   12040        7/12/2012 Vote                    Committee                           Outreach Name      Annie

Subject  report

Item:

Intent

Remarks

MOTION  12041        7/12/2012 Vote TABLED        Committee                           Outreach Name      Annie

Subject  motion #1

Item:  Move that a Public Information Committee (PI) be formed and committee information is added to CoDA literature

          upon the next reprinting (FSM, etc.).

Intent PI would serve to educate the general public about CoDA through the development of public information procedures

         and fellowship wide public relations activities.

Remarks       Small group will remodel motion to incorporate suggestions from floor

ACTION   12042        7/12/2012 Vote                    Committee                           Spanish Outreach   Name         Mercedes

Subject  report

Item:  Gave report including goals and accomplishments and action plans.

Intent

Remarks

ACTION   12043        7/12/2012 Vote                    Committee Communication              Name Leo C

Subject  Report

Item:  Gave report including goals and accomplishments and action plans.

Intent

Remarks


                                                               CoDA Service Conference Items                                                                         Page                                                                         19

ACTION   12044        7/12/2012 Vote                    Committee                           Voting Entities     Name            Julie B

Subject  reports from various voting entities

Item:  Leslie - NorCal

          Luc , Deborah, Patrick, Dianne for Canda

          Tiffany - VA

          Carlos - Mexico

          Hal - SoCal

          Dave - PA

          Lorraine - WA

          Lisa - NV

          Florence - online CoDA

          Message from Russia, read by Julie

Intent

Remarks

ACTION   12045        7/12/2012 Vote                    Committee                           candidates for boards  Name

Subject  short talk

Item:  One minute talk by each of three candidates for boards, Anita - CoRe, Dave Mc - CoDA board, Hal H - CoDA board.

Intent

Remarks

ACTION   12046        7/12/2012 Vote                    Committee                           facilitator Name      Alison

Subject  Quorum count

Item:  Quorum achieved.

Intent

Remarks

ACTION   12047        7/12/2012 Vote                    Committee                           Israel VE Name      Gabriel

Subject  report

Item:  Gave report for the new Israel VE

Intent

Remarks

ACTION   12048        7/12/2012 Vote                    Committee                           Events Name David L

Subject  report

Item:  Gave report including goals and accomplishments.

Intent

Remarks

MOTION  12049        7/12/2012 Vote 2/3 VOTE       Committee                           elections Name

Subject

Item:  to cast unanimous ballot for CoDA board

          Approved and Hal H from SoCal and David M from Texas are both elected to the CoDA board.

Intent

Remarks


                                                               CoDA Service Conference Items                                                                         Page                                                                         20

MOTION  12050        7/12/2012 Vote 2/3 VOTE       Committee                           elections Name

Subject

Item:  Voice vote for CoRe board.

          Approved - Anita F from Utah  is elected

Intent

Remarks

MOTION  12051        7/12/2012 Vote                    Committee                           Board Name Evie

Subject  motion #1

Item:  To change FSM Section 12, sub-section titled Communication from the Board: CoDA Quarterly Service Report

          (QSR) Guidelines to the following: (Changes and additions are highlighted.)

         

                        The QSR board liaison will send out a reminder email no later than the last day of the quarter (March 31, June 30,

          Sept 30, Dec 31) The report is due the 15th of the following month.

                        All QSR submissions are made through the appropriate board liaison, i.e.: The Finance committee report is

          submitted through the Finance Committee Board liaison.  The QSR liaison is also copied on all submissions to

          ensure receipt in case the committee liaison is unavailable at the time.

                        All submissions to the QSR editor are made through the QSR Board liaison.

                        There are no additions, deletions or content changes to a committee’s report by the editor without discussion and

          agreement with the committee first.

                        The final draft of the QSR is made available for review by all Board members, and must be reviewed by at least two

           members.

                        No content changes will be made after final approval by the Board. Punctuation, grammar, and spelling corrections

          may be made when needed without approval.

                        No changes may be made to a committee’s QSR submission without discussion with the committee.

                        No content changes may be made without mutual agreement unless there is a legal issue involved.

Intent Changes were made to committee reports without any discussion with those committees in the past. QSR’s are

         created through the group conscience process. Any changes to them need to be addressed using the same process.

Remarks       amended to remove page no

             amended to add "The report is due the 15th of the following month."

             Approved: 35

             Opposed: 0

             Abstain: 3

             .

ACTION   12052        7/12/2012 Vote                    Committee                           QSR Coordinator                    Name Lisa B

Subject  Report

Item:  Report given

Intent

Remarks

ACTION   12053        7/12/2012 Vote                    Committee                           Finance Name      Judi T.

Subject  Presentation of Budget

Item:  Prudent Reserve for CSC 2012

         

          Assets Dec. 31, 2011                      $390,908  (last year, 414K)

          2011 expenses                                 $140,867

          2010 expenses                                  $110,000

          2009 expenses                                  $107,800                           

         

          Total 3 yrs expenses                        $358,667 Prudent Reserve

          (last year, 4301K)


                                                               CoDA Service Conference Items                                                                         Page                                                                         21

         

          Assets less the 2013 Budget Requests of    $140,856

          would leave  $250,052 in assets. Our prudent reserve would be underfunded by $108,615

         

          (Last year’s prudent reserve was 301K)

         

          This year, there is a substantial tension between the requests for budgets and maintenance of a prudent reserve.

Intent

Remarks

MOTION  12054        7/12/2012 Vote                    Committee                           Finance Name      Judi T

Subject  Budget Approval

Item:  Move that our 2013 budget total be $129,486.75.

         

          Board: $20,900.00            

          Fellowship Services: $20,255.00  

          General Expenses: $34,038.00      

          Connections: $1,260.00

          Events: $13,483.75           

          H&I: $8,070.00  

          Finance: $1,950.00         

          IMC: $5,640.00  

          Literature: $5,500.00        

          Outreach: $6,025.00         

          Spanish Outreach: $3,615.00         

          SSC: $3,000.00  

          TMC: $4,700.00                

          Communication: $1,050.00            

          Total: $ $129,486.75

Intent

Remarks       For: 35

             Against: 1

             Abstain: 4

MOTION  12055        7/12/2012 Vote 2/3 VOTE       Committee                           board  Name Evie

Subject  motion #4

Item:  Move to replace the 2006 By Laws with the submitted draft 2012 By Laws.

         

         

                                              Co-Dependents Anonymous, Inc

                                              By Laws

         

         

         

          Table of Contents

          Purpose

          Corporation

          Guidelines

          Article I – Offices

          Article II – Accounting Period, Audit and records

          Article III – Dues and Contributions

          Article IV – Membership and Voting

                         Section 1, Membership Terminology


                                                               CoDA Service Conference Items                                                                         Page                                                                         22

                         Section 2, Definition of “Voting Entities” (Entities) that can send Delegates

                         Section 3, Voting Member selection/election explained:

                         Section 4, Others

                         Section 5, Assignment of Voting Rights at Conference

          Article V - Meetings of Voting Members

                         Section 1, CoDA Service Conference

                         Section 2, Notice of CoDA Service Conference or Special Meeting

                         Section 3, Conference and Special Meeting Procedures

                         Section 4, Quorum and Resolution

                         Section 5, Special Meetings

          Article VI – Committees

          Article VII – Board of Trustees

                         Section 1, Authority

                         Section 2, Number of Trustees

                         Section 3, Qualifications of Trustees

                         Section 4, Election and Term of Office

                         Section 5, Vacancies

                         Section 6, Removal of Trustee

                         Section 7, Liability of Trustees

                         Section 8, Regular and Special Board Meetings

                         Section 9, Quorum and Resolution

                         Section 10, Compensation

          Article VIII – Officers of the Corporation

                         Section 1, Election and Term of Office

                         Section 2, Chairperson

                         Section 3, Vice Chairperson

                         Section 4, Secretary

                         Section 5, Treasurer

                         Section 6, Removal of Officers

          Article IX – Amendment of By Laws

         

          This copy includes amendments made at the CoDA Service Conference, September 2006.

         

          Purpose

         

          Co-Dependents Anonymous, Inc. is a not-for-profit tax exempt corporation (hereinafter the Corporation) which serves

           the Fellowship of Co-Dependents Anonymous (Fellowship or CoDA), a recovery program for men and women

          seeking to improve relationships with themselves and others. CoDA is based on the Twelve Steps and Twelve

          Traditions, (Steps and Traditions), listed below. These Steps and Traditions constitute the program upon which

          CoDA is established and provide the basis for other materials approved by the Membership at the CoDA Service

          Conference.

          This program of recovery endorsed by the Fellowship is spiritual in nature, and maintains membership services for

          those who are seeking, through CoDA, spiritual and emotional assistance in personal and professional relationships.

          The power of CoDA and its program rests with the Members of the Fellowship who elect/select Delegates to

          represent them at the CoDA Service Conference (Conference) through the group conscience process.

         

          Corporation

         

          The Corporation, through the Board of Trustees (Board of Trustees), is responsible for the legal and business needs

          of the Fellowship. Each Trustee shall comply with and be bound by all terms and provisions of these By-laws of

          Co-Dependents Anonymous, Inc., and all public laws, such as those of the State of Arizona or the United States

          Internal Revenue Service, which affect CoDA’s corporate, nonprofit and tax-exempt status. Trustees are expected to

          exercise the powers vested in them by the State of Arizona in a manner consistent with the faith that guides the

          Fellowship of CoDA, guided and inspired by the Twelve Steps and in keeping with the Twelve Traditions. The

          Board has but one spiritual purpose: that of serving the Fellowship. The Trustees are elected by the will and

          through the consent of the Fellowship as expressed through the group conscience of the voting members of the


                                                               CoDA Service Conference Items                                                                         Page                                                                         23

          corporation at the Conference, to perform specific functions and to hold specific responsibilities, including but not

          limited to the following:

          1.            Conduct the daily business affairs and operations of the Corporation:

          a.            Manage, hire, and fire employees and observe  and support  the work of the committees as directed by the CoDA

           Service Conference. .

          b.            Receive and deposit Seventh (7th) Tradition and other income.

          c.            Update Contacts and Meeting Directories of CoDA groups.

          d.            Support the Fellowship by sending out a Quarterly Bulletin in which committees can report their activities.

          e.            Receive initial telephone contacts and answer incoming mail.

          2.            Supervise and oversee all financial matters of the Corporation, including receipts, corporate assets and debts,

          obligations and liabilities, and give a financial report to the Conference.

          3.            Exercise any and all legal rights of the Corporation, whether expressed or implied under Arizona statutes or

          federal law.

          4.            Advise the Fellowship of the legal, practical and financial realities of the Corporation.

          5.            Rent, lease, purchase, hold and manage the minimum amount of real and personal property and equipment

          necessary to perform CoDA business. The Board is reminded that the Fellowship believes that owning, leasing or

          renting property may divert CoDA from its primary spiritual aim.

          6.            Obtain and protect CoDA copyrights, trademarks, trade names, and all intellectual property of CoDA.

          7.            To be directly responsible to the CoDA Fellowship, being guided and directed by the group conscience as

          expressed at their annual Conference. A majority vote by the Conference is considered guidance and two thirds (2/3)

          majority vote is a binding directive, except to the extent such directive if implemented, would cause the Trustees to

          be in violation of the Board of Trustees’ legal responsibilities to the Corporation and its members or would put the

          fiscal integrity of the Corporation at risk.

         

          Guidelines

         

          The Trustees claim no property rights for the CoDA Twelve (12) Steps and Traditions in a recovery program, as all

          spiritual truths may now be regarded as available to all humankind. On behalf of the Fellowship, the Trustees shall

          act to prevent, within their power, any modifications, alterations or extensions of these Steps.

         

          The Twelve Steps

         

          1.            We admitted we were powerless over others – that our lives had become unmanageable.

          2.            Came to believe that a power greater than ourselves could restore us to sanity.

          3.            Made a decision to turn our will and our lives over to the care of God as we understood God.

          4.            Made a searching and fearless moral inventory of ourselves.

          5.            Admitted to God, to ourselves, and to another human being the exact nature of our wrongs.

          6.            Were entirely ready to have God remove all these defect of character.

          7.            Humbly asked God to remove our shortcomings.

          8.            Made a list of all persons we had harmed and became willing to make amends to them all.

          9.            Made direct amends to such people wherever possible, except when to do so would injure them or others.

          10.          Continued to take personal inventory and when we were wrong, promptly admitted it.

          11.          Sought through prayer and meditation to improve our conscious contact with God as we understood God,

          praying only for knowledge of God’s will for us and the power to carry that out.

          12.          Having had a spiritual awakening as the result of these steps, we tried to carry this message to other

          codependents, and to practice these principles in all our affairs.

          (The Twelve Steps reprinted for adaptation with permission of Alcoholics Anonymous World Services, Inc.)

         

          Accordingly, the Trustees in their deliberations and decision making process shall be guided in spirit by these

          CoDA Twelve (12) Steps, Traditions and  Service Concepts and shall use their best efforts to insure that these

          Steps, Traditions, and Concepts are upheld. On behalf of the Fellowship, the Trustees shall act to prevent, within

          their power, any modifications, alterations or extensions of these Traditions or Concepts.

         

          The Twelve Traditions are as follows:

          1.            Our common welfare should come first; personal recovery depends upon CoDA unity.

          2.            For our group purpose there is but on ultimate authority – a loving higher power as expressed to our group


                                                               CoDA Service Conference Items                                                                         Page                                                                         24

          conscience. Our leaders are but trusted servants – they do not govern.

          3.            The only requirement for membership in CoDA is a desire for healthy and loving relationships.

          4.            Each group should remain autonomous except in matters affecting other groups or CoDA as a whole.

          5.            Each group has but one primary purpose – to carry its message to other codependents who still suffer.

          6.            A CoDA group ought never endorse, finance or lend the CoDA name to any related facility or outside enterprise,

           lest problems of money, property and prestige divert us from our primary spiritual aim.

          7.            Every CoDA group ought to be fully self supporting, declining outside contributions.

          8.            Co-Dependents Anonymous should remain forever nonprofessional, but our service centers may employ special

          workers.

          9.            CoDA, as such, ought never be organized, but we may create service boards or committees directly responsible

          to those they serve.

          10.          CoDA has no opinion on outside issues; hence the CoDA name ought never be drawn into public controversy.

         

          11.          Our public relations policy is based on attraction rather than promotion; we need always maintain personal

          anonymity at the level of press, radio and films.

          12.          Anonymity is the spiritual foundation of all our traditions, ever reminding us to place principles before

          personalities.

          (The Twelve Steps reprinted for adaptation with permission of Alcoholics Anonymous World Services, Inc.)

         

          Twelve Service Concepts of Co-Dependents Anonymous

          1.            The members of the Fellowship of Co-Dependents Anonymous, in carrying out the will of a loving Higher

          Power, advance their individual recoveries, work to insure the continuance of their groups and their program, and

          carry the message to codependents who still suffer. They may also collectively authorize and establish service boards

           or committees and empower trusted servants to perform service work.

          2.            The Fellowship of CoDA has the responsibility of determining, through its group conscience, the service work

          to be performed, and the best manner to perform such work. This authority is expressed through our group

          conscience. Authority carries responsibility; thus, CoDA groups conscientiously provide adequate funding and

          support for the service work they authorize.

          3.            Decisions about service work in the Fellowship and all CoDA affairs are made through the group conscience

          decision making process. For this spiritual democratic process to work, every member of the group is encouraged to

          participate, consider all the facts and options concerning the issue, listen respectfully to all opinions expressed, then

          reflect and meditate to find a loving Higher Power's will. Finally, we deliberate honestly and respectfully to

          determine the proper course of action. Unanimity in the group is the desired outcome; a majority vote is a group

          conscience.

          4.            All those who volunteer to do service work for CoDA by serving on committees, boards, or corporations are

          trusted servants, not authority figures. Ideally, trusted servants volunteer out of a desire to follow their Higher

          Power's will, out of gratitude for the gifts they have received from CoDA, out of a desire to grow in their ability to

          create and keep healthy relationships, and to contribute what they can of themselves to CoDA. The Fellowship

          recognizes the need to select the most qualified people willing to serve as trusted servants. At times, trusted servants

           may hire individuals outside of the Fellowship for commercial services.

          5.            Trusted servants are directly responsible to those they serve and are bound to honor the group conscience

          decision making process and uphold those decisions concerning their service work. The Fellowship also recognizes

          the need and right for members to honor their own experience, strength, and hope and their Higher Power's will as

          expressed to them. When the group conscience violates an individual's own truth and makes participation

          impossible, the individual may relinquish the service position. 

          6.            The Fellowship guarantees trusted servants the right and authority to freely make decisions commensurate with

          their responsibilities and the right to participate in group conscience decisions affecting their responsibilities. Each

          CoDA member is also guaranteed the right to respectfully dissent during the group conscience decision making

          process. A member may freely and safely express any personal grievances as long as no particular person or group is

          unexpectedly singled out as the subject of the grievance. Members are encouraged to honor their own integrity as

          well as the integrity of others.

          7.            Trusted servants do practice the Twelve Steps and Twelve Traditions in their service work and in all of their

          affairs. Trusted servants do not seek power, prestige, wealth, status, or acclaim; do not govern, coerce, or attempt to

          control others; and do not push a personal agenda, promote controversy, or advance outside issues at CoDA's

          expense. Since issues over authority, will, money, property, and prestige can and do arise in service work, trusted

          servants need to practice emotional sobriety, including anonymity, humility, tolerance, gratitude, making amends,


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          and forgiveness.

          8.            The CoDA Service Conference (Conference), through its group conscience decision making process, guides the

          Fellowship in making policy decisions and in following the Twelve Steps and Twelve Traditions. The Conference,

          though providing guidelines, holds no authority over the decision making process of individual groups. The group

          conscience process is our decision making process. Failure to honor this process may violate Traditions One and

          Four and a sanction may be imposed. The harshest sanction Conference can impose on an individual or group is to

          no longer recognize it as belonging to CoDA; this sanction may only be imposed on those who consistently violate

          the Twelve Steps and Twelve Traditions, as determined by guidelines accepted by Conference.

          9.            By tradition, the CoDA Service Conference gives responsibilities to working committees composed of

          Conference Delegates and other CoDA volunteers or to separate service boards or corporations. All are directly

          responsible to the Conference. The scope of the work a committee does is determined by the Conference group

          conscience. The chairperson of each committee assumes the responsibility to ensure the work assigned to the

          committee is completed in a timely manner. 

          10.          When the CoDA Service Conference is in session, the CoDA Board of Trustees is directly responsible to the

          Conference. When not in session, the Conference assigns its decision-making authority on material matters to the

          Trustees. The Board of Trustees is authorized to monitor the work of Conference-appointed service committees and

          may provide assistance or guidelines when necessary. The Trustees serve as the board of directors of CoDA, Inc., the

           non-profit corporation, are assigned custodial control of all money and property held in trust for the Fellowship, and

           are responsible for prudent management of its finances.

          11.          The powers of the CoDA Service Conference derive from the pre-eminent authority of the group conscience

          decision-making process. Arizona State law gives the Board of Trustees legal rights and responsibilities to act for

          the Fellowship in certain situations. CoDA, Inc.'s Articles of Incorporation and Bylaws are legal documents

          enumerating these Board rights and responsibilities. 

          12.          The Fellowship strives to practice and encourage spiritual principles in all its material, financial, and business

          affairs, including fairness, equality, and respect for individual rights. Every member within CoDA has a voice and is

          encouraged to use it. Every member has the right to know what is happening within our organization. To honor this

           right, and in the spirit of CoDA unity, our CoDA, Inc. organization publishes and distributes group conscience

          decisions, such as minutes of our service boards and motions from our CoDA Service Conferences, in the most

          inclusive and timely manner possible.

         

          Copyright © 2010 Co-Dependents Anonymous, Inc. and its licensors -All Rights Reserved.

         

         

          Article I – Offices

         

          Co-Dependents Anonymous, Inc. shall maintain a known place of business which may be the office of its statutory

          agent in the State of Arizona. The agent may be either an individual who has been a resident of the state for three

          years, a domestic corporation, or a foreign corporation authorized to do business within the State of Arizona. CoDA,

           Inc. may change its known place of business or statutory agent upon delivery to the appropriate commission of the

          State of Arizona a statement setting forth:

          1.            The name of the Corporation.

          2.            The Corporation’s current address or the name and address of its current statutory agent. If the statutory agent or

          his/her address is to be changed, the name and address of the new statutory agent, or the new address must be filed

          with the State of Arizona.

          3.            Notice that the change is authorized by Co-Dependents Anonymous, Inc.

          Article II- Accounting Period, Audit and Records

         

          The accounting period of the Corporation shall be a calendar year and end on December 31. At the close of the

          accounting period, all records of accounts and an inventory of assets shall be submitted to an independent accounting

           firm who is to submit a report of their findings to the Trustees. The Trustees shall present the report to the

          Fellowship at the next CoDA Service Conference. The officers of the Corporation shall maintain an accurate and

          complete set of records at the Corporations office. If the Corporation does not maintain a place of business with

          Arizona, a complete set shall be maintained at the office of its statutory agent or other such designee as approved by

          the Board of Trustees. Upon written request, records and minutes of meetings may be inspected by a member of the

          Fellowship, at any reasonable time, with the exception of certain legal documents and personnel records.

         


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          Article III – Dues and Contributions

         

          As defined in the Traditions, CoDA is self-supporting through its own contributions, and shall decline all outside

          contributions. CoDA has no fees or dues for membership. Contributions by members of the Fellowship (known as

          Seventh Tradition donations) are used to support the activities of the Fellowship, the Conference, the Trustees, and

          all committees and service boards, as directed by the Fellowship and the Traditions.

         

          Article IV – Membership and Voting

         

          Section 1. Membership.

         

          In adherence with Tradition 3, the only requirement for membership in CoDA is a desire for healthy and loving

          relationships. Members of the Fellowship of CoDA shall not be considered Voting Members, except as set forth

          herein. This Corporation shall have Voting Members as defined in the Arizona Nonprofit Corporation Act. A Voting

           Member refers to a member who has voting rights at the CoDA Service Conference. A voting Member may be a

          Delegate, Trustee of CoDA, Inc., or Director of CoRe, Inc. and, under certain circumstances, an Alternate Delegate.

          No Voting Member will have more than one vote.

         

          Section 2. Voting Entities (Entities).

         

          Each State and Territory of the United States of America and each Country is established as a Voting Entity (VE)

          and entitled to send two (2) Delegates to the Service Conference. A single Voting Entity is established to represent

          all “Alternative Format Meetings” (AFM) and is entitled to send two (2) Delegates. AFM is defined as all meetings

           that do not physically meet face-to-face in a physical location.

         

          Any Voting Entity may surrender its two (2) Delegates and request to subdivide. The governing principle is that a

          member of the Fellowship will only be represented by one (1) set of two (2) Delegates. An entity may request sub-

          divisions for reasons of geographical separation, language, or other recognizable characteristics. Each entity may

          request that it be split along an internally agreed upon division and each sub-division of the entity granted two (2)

          Delegates. Each sub-division should have enough members and meetings to support a viable service group so that

          all meetings are still represented.

         

          The Issues Mediation Committee will handle requests for CoDA to recognize Voting Entities. Through the group

          conscience process, Voting Entities select Delegates and Alternate Delegates to carry the will of the membership of

          CoDA, Inc. meetings. In order to guarantee voting rights, each Voting Entity service board must be duly authorized

          by the Issues Mediation Committee. In the absence of a Voting Entity service board, members of that Entity shall

          present an alternative selection process based on group conscience decision making to the Issues Mediation

          Committee. This procedure insures adherence to the program of recovery endorsed by this Fellowship.

         

          Section 3. Voting Member Selection/Election.

         

          A Delegate (Delegate) is a member and trusted servant in the CoDA Fellowship of the Voting Entity represented and

           has an active interest in carrying the message to other codependents who still suffer. The Delegate is duly

          selected/elected by a method which the Voting Entity where the member resides or provides service work has

          established, and is to be that Voting Entity’s representative at Conference. A Delegate has one (1) vote at

          Conference. Each Voting Entity may select/elect no more than two (2) Delegates. Each Voting Entity may determine

           its own method of selection/election, qualifications and requirements for office, and length of term of office for a

          Delegate. If a Voting Entity consists of multiple regions, members of that Entity may determine the method of

          selection of two Delegates on a regional basis. In regions consisting of two or more Voting Entities, members of that

           region may determine their own method of selecting Delegates, but the total number of Delegates from that region

          may not exceed the total permitted number of Delegates [number of Voting Entities in the region multiplied by (2)].

          It is the responsibility of each Voting Entity’s service board to notify, in writing, the Secretary of the Board of the

          selection/election to office of its Delegates and terms of office. Generally, this notification is provided at least thirty

          (30) days prior to Conference. In the absence of such notification, a Delegate’s voting rights are subject to review by

          the Issues Mediation Committee.

         


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          An Alternate Delegate is a member and trusted servant in the Voting Entity’s Fellowship who has an active interest

          in carrying the message to other codependents who still suffer and is duly selected/elected to act as an Alternate

          Delegate at the Conference. Each Voting Entity may select/elect as many Alternate Delegates as it chooses. If a

          Voting Entity consists of multiple regions, members of that Voting Entity may determine the method of selection of

           Alternate Delegates on a regional basis. In regions consisting of two or more Voting Entities, members of that

          region may determine their own method of selecting Alternate Delegates. In the event the duly selected/elected

          Delegate is unable to serve the term of office, or resigns or blatantly reveals an unwillingness to execute these

          responsibilities as a Delegate, an Alternate Delegate becomes the Delegate until the Voting Entity acts to select/elect

           a new Delegate according to its selection/election process. Each Voting Entity’s service board must notify the

          Secretary of the Board of the selection/election to office of its Alternate Delegates, their order of replacement, and

          term of office. This notification is generally provided at least thirty (30) days prior to the Conference. In the absence

          of such notification, an Alternate Delegate’s voting rights as a replacement for a Delegate are subject to review by the

           Issues Mediation Committee.

         

          A Trustee is a member and trusted servant in the Fellowship who has an active interest in carrying out the will of

          the Fellowship as determined at the Conference, abides by the provisions of the By Laws, and is duly elected at

          Conference to oversee the day to day business affairs of CoDA and the Corporation. A CoDA Trustee has one (1)

          vote at Conference. The CoRe, Inc. Board of Directors is granted two (2) votes at Conference, to be allocated as they

           see fit among CoRe Directors present. A CoDA Trustee cannot serve as a Delegate or Alternate Delegate during a

          term of office.

         

          An Alternate Trustee is a member and trusted servant in the Fellowship who has an active interest in carrying out

          the will of the Fellowship as determined at Conference, abides by the provisions of the By Laws, and is duly elected

           at Conference as an Alternate Trustee, but has no special status other than that of a non-voting member and/or

          Delegate until the member replaces a Trustee on the Board. In such an event, the Alternate Trustee becomes a

          Trustee. Alternate Trustee will have no vote at Conference unless serving in the capacity of Delegate, but if they

          become a Trustee, they must resign their position as Delegate.

         

          Voting Members must be present and accounted for at the Conference in order to vote.

         

          Section 4. Others.

         

          The Conference may extend voice or vote privileges at the Conference to any member of the CoDA Fellowship that

          it deems appropriate or necessary. Voice or vote may be granted for the entire Conference, or on individual issues.

          This flexibility is sometimes needed to gain the valuable input and services of members who are not specifically

          included in the above paragraphs.

         

          Section 5. Assignment of Voting Rights at Conference

         

          If a Delegate leaves the Conference floor, that Delegate may assign voting privileges to a person from the same

          Entity. This is called “passing the badge.” If an Entity sends an Alternate Delegate to Conference the badge is

          passed to that Entity’s Alternate Delegate. If an Entity does not send Alternate Delegates, the badge may be passed

          to another member from that Entity. This insures that each Entity has full voting representation at Conference. If a

          Voting Delegate passes a badge and leaves the room temporarily, and a motion is made in the Delegate’s absence,

          the Delegate cannot retrieve the badge until after the vote on that motion. This allows the people who have heard the

           entire discussion on the motion to vote on that motion.

         

          Article V – Meetings of Voting Members

         

          Section 1. CoDA Service Conference

         

          The Corporation shall annually hold the CoDA Service Conference for Voting Entity Delegates to conduct the

          Corporation’s business. The Board of Trustees is responsible to observe and support the work of Conference-

          appointed service committees and may provide assistance or guidelines when necessary. Where it becomes evident

          that the work of a committee is not being undertaken, the Board may request volunteers or another standing

          committee to take on that work until the next Conference,  The Trustees who serve on the Board of Trustees of


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          CoDA are assigned custodial control of all money and property held in trust for the Fellowship, and are responsible

          for prudent management of its finances. The spiritual and non-legal authority of the Board comes from the

          Fellowship as expressed by group conscience of the selected/elected Delegates to the CoDA Service Conference held

          once each year. The date and place of the Conference are customarily set by the preceding Conference.

         

          Section 2. Notice of CoDA Service Conference or Special Meeting.

         

          The Secretary of the Board of Trustees or a designated officer shall notify the Voting Members of the Fellowship of

          the date, time and place of the Conference at least forty-five days but not more than sixty in advance of the

          Conference and provide appropriate information and registration details.

         

          Section 3. Conference and Special Meeting Procedures.

         

          Conference procedures are discussed in a separate document, the CoDA Fellowship Service Manual.

         

          Section 4. Quorum and Resolution.

         

          The Secretary of the Board of Trustees will determine how many Voting Members are present at the Conference or

          Special Meeting and will then determine a quorum. This quorum is established at the beginning of the first business

           meeting of the Conference or Special Meeting. A two-thirds (2/3) count of the registered and accounted for accredited

           Delegates and Trustees in attendance shall constitute a quorum. Once the quorum has been determined, the business

           of the Corporation may proceed. Voting Members who arrive after this quorum is determined may vote and exercise

           all the rights and privileges accorded to Voting Members, but the quorum count does not change. If the Conference

          continues over several days, the presence of a quorum must be determined at the beginning of each business session.

          If a quorum is present, business may proceed. A quorum count may be requested before any vote.

         

          Motions may be made by voting members in accordance with conference approved guidelines.  Likewise, committee

           chairs may present committee motions during their report to CSC.A motion passes if it is accepted by a simple

          majority of the total number of Voting Members present. A two-thirds (2/3) vote of the total number of Voting

          Members present is binding upon the Trustees, except to the extent the implementation of such a motion would

          cause the Trustees to be in violation of the Board of Trustees’ legal responsibilities to the Corporation and its

          members or would put the fiscal integrity of the Corporation at risk.

         

          Section 5. Special Meetings.

         

          During the year, a Special Meeting of the Fellowship may be called by a two-thirds (2/3) majority vote of the

          Trustees, or by a petition from not less than two-thirds (2/3) of the Delegates. The quantifying number of Delegates

          is defined as a number equal to or greater than the two-thirds (2/3) of the Delegates attending the Conference

          immediately preceding the request for a special meeting. The petition is to be addressed to the Board of Trustees and

           shall specify the reasons that a Special meeting is being called. It is then incumbent upon the Trustees and the

          Events Committee to arrange the meeting as soon as possible. The Secretary of the Board of Trustees, or a

          designated officer, is to initiate the same notification process as for a CoDA Service Conference indicated in Section

          2 above.

         

          Article VI – Committees

         

          The Conference may create, appoint and terminate CoDA service committees, standing and ad hoc committees,

          subcommittees or service boards to fulfill any task or duty the Fellowship has mandated, or as specified in the By

          Laws.  All committees have but one purpose: that of serving the Fellowship of Co-Dependents Anonymous.

          Pursuant to the Arizona Nonprofit Corporations Act, a committee shall not take any of the following actions:

          1.            Authorize distributions of the corporate assets.

          2.            Approve any action that requires the Voting Members’ approval under the Arizona Nonprofit Corporations Act.

          3.            Fill vacancies on the Board of Trustees.

          4.            Adopt, amend, or repeal bylaws of the Corporation.

          5.            Fix the compensation or reimbursed expenses of Trustees for serving on the Board of Trustees or any committee.

         


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          Article VII – Board of Trustees

         

          Section 1. Authority.

         

          Pursuant to the Arizona Nonprofit Corporations Act, all corporate powers shall be exercised by or under the

          authority of and the affairs of the corporation shall be managed under the direction of the Board of Trustees, subject

          to any limitation set forth in the Articles of Incorporation as described above in Article V. Subject to the legal and

          fiduciary obligations of the Board of Trustees to the Corporation and its members, the ultimate authority in CoDA

          comes from the Fellowship as expressed by the group conscience at the Conference. Subject to the legal and fiduciary

           authority of the Board required by the laws of the State of Arizona and applicable federal laws, the Conference

          reminds the Board of Trustees of the Second Tradition, “For our group purpose there is but one ultimate authority -

           a loving higher power as expressed to our group conscience. Our leaders are but trusted servants; they do not

          govern."

         

          Section 2. Number of Trustees.

         

          Co-Dependents Anonymous, Inc. shall be managed by Trustees on the Board whose number may be as many as

          eleven (11), but not less than five (5). Up to three (3) Alternate Delegates may be available to assume vacancies on

          the Board. A maximum of two Trustees may be from the same Voting Entity. The exact number of Trustees may be

           fixed or changed within the minimum and maximum, by the Voting Members while the Conference is in session.

                   

          Section 3. Qualifications of Trustees.

         

          Trustees are elected by the Voting Members with consideration of the candidates’ capabilities and experience in the

          following:

          1.            Working knowledge of the Twelve Steps, Twelve Traditions and Twelve Services Concepts of Co-Dependents

          Anonymous.

          2.            Willingness and availability to serve the Fellowship through major service projects.

          3.            Demonstration of skills and abilities while doing CoDA Service for two or more years.

          4.            Understanding and experience of the group conscience process.

          5.            Courage to express oneself and the ability to listen and communicate effectively with others.

          6.            Dedication and commitment to the health of CoDA.

          7.            Desire to carry the message to the still suffering codependent.

          8.            Skills and experience necessary for the Board of Trustees to fulfill its legal and fiscal responsibilities to the

          Corporation.

          9.            Attendance at a previous CSC.

          Section 4. Election and Term of Office.

         

          Trustees shall be elected by the Conference for a term of three (3) years and may serve a maximum of two (2) terms,

          but there must be a lapse of at least two (2) years between each elected term. Elected Trustees replace outgoing

          Trustees and assume their positions, prerogatives and responsibilities at the end of the Conference. Alternate

          Trustees are elected by the Conference for one (1) year. The order in which they would fill vacancies on the Board is

          designated by the vote of the Conference at time of election.

         

          If an Alternate Trustee has assumed the position of Trustee since the previous Conference, the Election Committee

          or Conference Chair shall present said Trustee for ratification by a two-thirds (2/3) majority of the Voting Members

          at Conference. Said Trustee may request election by the Conference for a full term of three (3) years.

         

          Section 5. Vacancies.

          In the event of a vacancy on the Board, by death, resignation or disqualification, the Board shall officially

          acknowledge the assumption of the vacant position by the designated Alternate Trustee. This acknowledgment shall

          take the form of a motion at any regular or special meeting of the Trustees. Upon passage of that motion, the

          Alternate Trustee becomes Trustee, with the prerogatives and responsibilities associated with that position until the

          next election of Trustees, when that Trustee is ratified by Conference, or the successor is qualified and elected by

          Voting Members. If no Alternate Trustee is available to fill the position, any vacancy occurring in the Board shall be


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           filled by the affirmative vote of a majority of the remaining Trustees even though less than a quorum. If there is only

           one remaining Trustee, that Trustee shall elect sufficient Trustees to meet the required minimum number of

          Members of the Board which is five (5). Any Trustee so chosen shall hold office until the next election of Trustees

          when that Trustee is ratified by Voting Members or the successor is qualified and elected. A Trustee so elected will

          complete the term in office of the Trustee’s position that is to be filled.

         

          Section 6. Removal of Trustee.

         

          A Trustee who is remiss in the duties of a Trustee, and reveals an inability or unwillingness to execute these

          responsibilities as a Trustee, may be relieved of office and removed from the Board by an affirmative two-thirds (2/3)

          vote of the Trustees present and voting at a meeting at which a quorum is present. Such removal must be presented

          for ratification at the next Conference. Any Trustee so removed and whose removal fails to be ratified by the Voting

          Members, shall be subject to normal election procedures for Trustees set forth in these By Laws.

          Section 7. Liability of Trustees.

         

          Under the Arizona Nonprofit Corporations Act, any individuals who serve as Trustees to the Corporation shall be

          immune from civil liability for their actions as Trustees, and shall not be subject to suit directly or by way of

          contribution for any act or omission resulting in damage or injury, if such people were acting in good faith and

          within the scope of their official capacities within this organization, unless such damage or injury was caused by

          willful and wanton or grossly negligent conduct of such people.

         

          Section 8. Regular and Special Board Meetings.

         

          Regular meetings of the Trustees shall be held each yearly quarter within or without the State of Arizona at a time

          and place determined to be geographically and economically feasible for all Trustees. These meetings may be face to

          face or teleconference or similar means of communication whereby all persons participating in the meeting can hear

          each other. Participation in a meeting pursuant to this Section shall constitute presence in person at such meeting. A

           Special Meeting of the Trustees may be called at the request of a majority of Trustees. Trustees should be notified

          of the time and place at least five (5) days prior to the meeting, unless an agreement has otherwise been reached by a

          two-thirds (2/3) majority of the Trustees prior to the meeting.

          A.           Action required or permitted to be taken at a meeting of the Board of Trustees meeting may be taken without a

          meeting, if the action is taken by all of the Trustees. The action must be evidenced by one or more written consents

          describing the action taken, signed by each Trustee and included in the minutes or filed with the corporate records

          reflecting the action taken.

          B.           Action taken under this section is effective when the last Trustee signs the consent, unless the consent specifies

          a different effective date.

          C.           A consent signed under this section has the effect of a meeting vote and may be described as such in any

          document.

          D.           Any Trustee may revoke consent by delivering a signed revocation of the consent to the chairperson or secretary

          before the date the last Trustee signs the consent or consents.

          Section 9. Quorum and Resolution.

         

          The number of Trustees necessary to constitute a quorum for doing business shall be a majority of the elected

          Trustees, except in the case of resignation or vacancy, (see Section 5). Resolution on any action taken by the

          Trustees requires a simple majority vote.

         

          Section 10. Compensation.

         

          Trustees shall not receive any stated or fixed salaries for their services; but  an expense reimbursement for

          participating in a Trustees meeting may be allowed. A Trustee may not serve the Corporation in any other capacity

          for which he/she receives compensation. This is to avoid any conflict of interests involving the issues of money,

          property or prestige. It is the intent of the Fellowship that all legitimate expenses relating to participation on the

          Board shall be borne by the Corporation; however, reimbursement shall only be made as funding allows.

         

          Article VIII – Officers of the Corporation

         


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          Section 1. Election and Term of Office.

         

          The officers for the Corporation shall e Trustees elected by the Board at its first meeting following election, whether

          that meeting is a regular meeting or a special meeting. The offices shall be: a Chairperson, a Vice Chairperson, a

          Secretary and a Treasurer. The Trustees may also elect other officers or co-officers as it shall deem desirable to

          execute the Board’s business. The Term of office shall be one (1) year unless sooner vacated by death, resignation,

          or disqualification. In such a case, the vacancy is to be filled at the next regular or special Trustees’ meeting. A

          person may hold no more than one office at any time.

         

          Section 2. Chairperson.

         

          The Chairperson shall be the principal executive officer of the Corporation. The Chairperson shall supervise all of the

           day-to-day business affairs of the Corporation as mandated by the Arizona Nonprofit Corporations Act and by the

          Conference. In order to conduct routine business, the Chairperson, in consultation with the other appropriate officers

          and/or Trustees, may sign any ordinary contract, deed or other instrument which the Trustees have been authorized

          to execute. Exceptions to this authority of the Chairperson are situations where the signing and execution of such

          contracts shall be or has been expressly delegated to another individual by the Conference, Trustees, these By Laws,

          or by statute to some other officer or agent of the Corporation. The Chairperson is to preside over Trustees’

          meetings, to perform all duties associated with the office of the Chairperson, and to perform such duties as my be

          prescribed by the Conference and Trustees.

         

          Section 3. Vice Chairperson.

         

          In the absence or stead of the Chairperson or in the event the Chairperson is unable or refuses to act, the Vice

          Chairperson shall perform the duties of the Chairperson. When so acting, the Vice Chairperson shall have all the

          powers of the Chairperson, subject to the restrictions upon that office. The Vice Chairperson shall perform such other

           duties as from time to time may be assigned by the Conference, Chairperson or Trustees.

         

          Section 4. Secretary.

         

          The Secretary shall supervise the performance of all duties associated with the office of Secretary to include, but not

          limited to:

          1.            Keep a register of the mailing address and email address of each Trustee.

          2.            Keep minutes of all Trustees meetings, in one or more books  or electronic formats provided for that purpose.

          3.            Prepare and send all notices as required under these By Laws.

          4.            Be the custodian of the corporate records in accordance with the provisions of these By Laws.

          5.            Attend to correspondence from the Fellowship.

          6.            Maintain an accurate and current record of selected/elected Delegates, Alternate Delegates and Fellowship Chairs.

         

          7.            Perform other duties as from time to time may be assigned by the Conference, Chairperson or the Board

          8.            Maintain the Conference written motions and recorded documents and tapes.

          9.            Document elections.

          Section 5. Treasurer.

         

          The Treasurer shall have experience and some demonstrated expertise in the handling and accountability of money

          and assets. The Treasurer shall supervise the performance of all duties associated with the office of Treasurer to

          include, but not limited to:

          1.            Supervision of all funds and securities of the Corporation.

          2.            Receive and give receipts for monies due and payable to the Corporation from any source whatsoever.

          3.            Deposit these monies in such banks, trust companies, or other depositories as shall be selected by the Trustees.

         

          4.            Be responsible for the payment of accounts payable.

          5.            Maintain appropriate ledgers documenting monies received and paid.

          6.            Provide periodic financial reports to the Trustees and Membership.

          7.            Perform such duties as may be assigned by the Conference, Chairperson or the Trustees.

          Section 6. Removal of Officers.


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          The Board of Trustees has the authority to elect and remove officers. Any officer who is remiss in his/her duties as

          an officer, or reveals an inability or unwillingness to execute these responsibilities, may be removed from office

          when, in the Board’s best judgment, the officer is not serving the Fellowship’s or the Corporation’s best interests.

          Removal from office requires a two-thirds (2/3) majority vote of all Trustees present and voting at a meeting of the

          Trustees at which a quorum is present.

         

          Article IX – Amendment of By Laws

         

          These By Laws may be amended by two-thirds (2/3) vote at the CoDA Service Conference, or Special Meeting.

          Proposed amendments to the By Laws must be submitted to the Secretary of the Board at least seventy-five (75)

          days prior to Conference for distribution to Delegates, Alternate Delegates, Trustees and Committee Chairpersons.

          This distribution shall be at least thirty (30) days prior to Conference, but preferably longer in order to allow

          discussion by the Fellowship. This distribution requirement may be met by any one of the following:

          1.            Publishing the proposed amendments in the Quarterly Service Report;

          2.            Including the proposed amendments in a mailing with other Conference related materials;

          3.            Sending a special mailing to the Delegates

          No proposed amendments may be accepted for presentation to the Conference until it has met this distribution

          requirement.

         

          These By Laws may be amended by the Trustees if such amendments are needed to bring these By Laws into

          conformity with existing law, or in the event that changes in federal or state laws require amendments to these By

          Laws. Should this happen between meetings of the CoDA Service Conference, the Trustees are specifically

          authorized by the Conference to use their best judgment and guidance of the Twelve Traditions to amend these By

          Laws for such purposes and to bring such amendment(s) to the next CoDA Service Conference for ratification in

          accordance with the above guidelines.

                   

          Certification by Secretary:

         

          The undersigned Secretary of the Corporation attests that these By Laws were amended by the affirmative vote of the

          Voting Members in accordance with these By Laws at the CoDA Service Conference convened on [Enter Date]

         

Intent The existing 2006 By Laws are not satisfactory according to Arizona law.  A revision of these By Laws was         Signed:

         developed last year that attempted to satisfy these legal requirements but went further and took all authority away

         from the Conference and gave it to the Board of Trustees in violation of our 12 Traditions and 12 Service Concepts.        

           ________________________

           [Name of Secretary], Corporate Secretary

         This version of the By Laws attempts to find a middle ground that satisfies the legal requirements while also staying         Date:_________________

         true to our 12 Traditions and 12 Service Concepts.

        

         Three additional changes were made:

        

         Article V, Section 4, paragraph 2: This was added to clarify that committee chairs, who are not Voting Members,

         may present motions during their committee reports.

        

         Article VII, Section 1: Recently the Board had an experience where they had no communication with a committee for

          months. Du