CoDA, Inc. Board of Trustees

Saturday, September 7th, 2024

Approved Public Board Meeting Minutes

Day/Time: Saturday, 9:00 AM PDT; 11:00 AM CDT; 12:00 PM EDT

Welcome, thank you for coming.

Observers Present:

Chairs Forum member in attendance: Debra D. (filled in for Chris J.)

Observers: Paula G., Keli D., Byrle S., Jocelyn K., Paul D., Barbara D., Samuel B., Gail S., Laurie M., Kelly, Pacia P., Noah, Julie B., Maria M., Kara, Jorge B., Lizz T., Maribel, Pauline V., Julie B. (Nevada), Kim N., Brooke, Yulia N., Billy, Lynn, Debra D., Kate MB, Carole T., Connie MD, Dave S., Elis M., Chris J.

Board Members Present:

Katherine T., Tina, Laurie, Chris, Jay, Dan, Steve

Board Member(s) Absent: none

Quorum: met

Minute Taker: Steve S.

• Readings: Serenity Prayer, Step Nine, Tradition Nine, Promise Nine and Service Concept Nine

• Consent Agenda:

1. Motion: Starting with the 2024 September 7^th Public Board Meeting, the recording of said meeting will be sent to the Email Coordinator to remove video and make an audio file only. It will then be sent to the Web Master to be posted on the slider located on the main page of the CoDA.org website, the Board web page, and archived on codependents.org.

By: Steve S.               Seconded: Dan R.

Result: Unanimous during Executive Session F2F 2024 July 26

2. Motion: for Katherine T. to be the Board Chair for another year.

By: Laurie C.              Seconded: Dan R.  

Result: Unanimous during Executive Session F2F on 2024 July 26

3. Motion: for Laurie C. to be the Vice Chair

By: Jay R.                    Seconded: Steve S.

Result: Unanimous during Executive Session F2F on 2024 July 26

4. Motion: for Tina R. to be the Treasurer

By: Laurie C.              Seconded: Dan R.

Result: Unanimous during Executive Session F2F on 2024 July 26

5. Motion: for Steve S. to be the Secretary

By: Laurie C.              Seconded: Jay G.

Result: passed 2/3 majority during Executive Session F2F on 2024 July 26

6. Motion: approve Executive Session F2F minutes from 2024 July 26

By: Jay G.                    Seconded: Steve S.

Result: Unanimous during Executive Session on 2024 July 26

7. Motion: provide the Finance Committee with a MS 365 account of finance@coda.org.

By: Tina R.                  Seconded: Jay G.

Result: Unanimous by email on 2024 August 14

8. Motion: to give our IT/Security Fellowship Service Worker (FSW) administrative access to our Microsoft 365 accounts.

By: Laurie        Seconded: Dan R.

Result: Unanimous by email on 2024 August 28

9. Motion: approve Executive Session Meeting Minutes from 2024 August 22

By: Steve S.               Seconded: Laurie C.

Result: Unanimous by email on 2024 August 28

10. Motion: Move that we suspend the Meeting Fellowship Service Worker position.

By: Katherine T.                    Seconded: Laurie C.

Result: Unanimous during Executive Session Meeting 2024 September 4

11. Motion: Rescind motion to suspend the meeting coordinator position.

By: Katherine T.                    Seconded: Steve S.

Result: Unanimous during Executive Session Meeting 2024 September 5

12. Motion: Have Brian P., IT/Security, take over all Microsoft duties after a contract has been negotiated and signed.

By: Katherine T.                    Seconded: Tina R.

Result: Unanimous during Executive Session Meeting 2024 September 5

• Treasurer Report and Update –
• NOTE: All amounts are stated in USD. Balances are rounded to the nearest $100.
• Our Prudent Reserve is $175,000

• Our QuickBooks reports for July 2024 are now on CoDA.org. They can be found on the Board Main Page either by clicking “Learn More” on the “Treasurer’s Report” slider or going directly to the page. They have also been made available in archives on the Finance Committee’s webpage. Any members with questions about the reports can contact either treasurer@coda.org or finance@coda.org.
• The Board has selected an auditor to do both a Financial Review (as stated in our bylaws) and an “Agreed Upon” audit (as stated in the Board’s CSC 2024 motion). I am collecting the initial required documents.  It is important that Board liaisons assist committees with getting their minutes up to date on the website as soon as possible. They will need to be available for the audit.

• MOTION: to approve consent agenda and Treasurer Report

Motion by: Katherine     Seconded: Laurie

Result: unanimous

• Web Liaison Report:

Laurie C. - Spanish Translators are completing literature from CSC 2023 and will start on CSC 2024 literature soon; flyers of events are continued to be posted on our calendar; as with any technology, we have had a few ‘bugs’ on our website but they have been fixed – our Web Team are working behind the scenes to prevent issues; we feel free to email webliaison@coda.org if you experience an issue or have an event you would like shared on our calendar.

CoDA App Work Group (Steve S., Jay G., and Laurie C.):

Steve S. - Updated CoDA App Prototype Design 2024 September 6

RR – Lyra networks good to work with. Looks good.

• Legal Liaison Report:

Katherine T. - We are working on finishing up copyright assignments for those that submitted stories for the new literature that was presented at CSC in July

Dan will be in training as Legal Liaison. After works are published,

• Co-NNections Update: Steve S. - update to new categories, dating and archiving of stories RR- can WR be put on the app? Will be phase 2. Folks do a lot of service on committees. Looking forward to using this. Thanks to CoNN for the service. 

• Update to 2024 CSC Motions:

We are in the final steps of getting the motions into the motions database.  Our last step is to cross-reference the motions with their original motion number in the database.  This will be completed this week. The audio of CSC is in final “clean up” and will be posted on the web by next week

• 2024 Simple Majority Motions- Final Board Group Conscience

-Literature Motion #1-24060- Living our Recovery Through Service-

-We are working with the Literature Committee

-Have requested the CoDA Service Structure from Fellowship Service

 Manual part 1, page 12 replaces the inverted pyramid which is

 Inaccurate and may lead to confusion for the newcomers and those new

 to world service 

-NorCal Motion #1- 24096- Form a Special Meeting Taskforce to

 Address Special Meetings:

- The Board GC does not support this motion binding as it is detailed in

 the Bylaws and incumbent on the Board to call the meeting if 2/3rds of the previous CSC delegates voted in favor of said meeting.

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 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

-As is the case with delegate duties, requests first must be GC’d at the VE/ Intergroup level, and if the GC majority is in favor of a special meeting the Delegate would reach out to the Voting Entity Liaison with the special meeting request and ask the previous CSC delegates to be petitioned.

- The VEL, Events, and the Board must respond to the request per the CoDA Bylaws.

• Additional Motions requiring action by the Board:

CoDAteen Motion #24082 & 24090-

• Both motions passed by a 2/3 majority however, the literature, CoDAteen Handbook, and Bridge to Recovery include the CoDAteen Steps and Traditions that were withdrawn on the floor by CoDAteen. 
• We have sent CoDAteen an email asking them to replace the CoDAteen Steps and Traditions with the CoDA Steps and Traditions
• Literature will be published after the change.
• Additionally, we have reached out to our Copyright Attorney for advice on the Copyright of our Steps and Traditions in 2010 or reach out to AA on our behalf to determine if our Steps and Traditions can be modified.

• Motion 24098- Finance Task Force-
• The motion states: “The Task Force is under the direction of the Finance Committee and accountable to the Board as required”. It also states, “The first milestone of the Task Force is to report to the Finance Chair or committee an initial risk assessment including business process flow definition, scope of work to be performed, and an estimated cost of the full scope and duration” and we are waiting hear back from the Finance Committee regarding the criteria they provided the Task Force.

• At CSC, during the Board presentation, we shared a picture of CoDA’s first mascot, a Bear, and showed some excerpts of CoDA’s first newsletter, “The Bear Facts”. We discussed making the year 2024/2025 the year of the bear however, it was not voted on.

I would like to bring that motion to the Board today:

Motion:  To make the year 2024/2025 “ The Year of the Bear, Embracing My Inner Child”

By:  Katherine T.      Seconded: Tina R. 

Result: Unanimous during Public Meeting

• Questions from observers:
• Question: thanks for your hard work. Was there a motion on auditor?

Answer: Will be done when estimate.

• Question: can CoDA app have a way to work steps with possible learning style?

Answer: will add this to our list of possible options

• Comment: excited about App. Thanks for the work.
• Question: Amazing job. AFM concerned about sharing literature. Could literature provide PDF sharable?

Answer: OK to use the Fair Use in meeting, but not print or publish for sale.

Comment: please make bears available for purchase.

• Question: when will App be available?

Answer: should be live by end of year

Question: regarding the App, did we look at AA app with similar features

Answer: Yes we did. We also listened to what fellowship wanted in the two withdrawn motions

• Question: how can literature be shared or used during a meeting?

Answer: can share literature for meeting but can’t make multiple copies that members can walk away with. More questions can be addressed by legal@coda.org.

• Question: what is the status of 2023 tax return?

Answer: New Treasurer had to pull information formerly done by bookkeeper. Now gathered and with accountant.

Question: Will prior year tax records be posted on the webpage? Or in archives?

Answer: Yes, working with Finance Committee

• Question: why is Board current P&P not posted?

Answer: Goal was to be prior to CSC. Putting together with current members. Amends that this is not yet done but at top of list.

Question: The Bylaws are not posted either.

Answer: The Byaws are available. (participants shown via screen share where Bylaws may be found on CoDA.org). The changes from this past CSC is being added by FSW.

• Next Meeting October 5, 2024 @ 9am PDT.
• IMPORTANT NOTE: November Public meeting will be changed to November 9^th so there is no conflict with the Virtual CoDA Convention (VCC)
• Adjourned: 10: 08 am