Day 1

·         12 Steps, 12 Traditions, Service Concepts, Serenity Prayer, Welcome, Introductions, Announcements

·         Review of Process

·         Action Process

• 2 minutes to present motion
• 5 minutes for questions – either mike
• 6 to 12 minutes for pros and cons – up to 3 each – 1 minute each
• 5 minutes – crafting – proposed changes – motion can also be tabled and be brought back during old business
• Final version of motion is read
• Voting – pros and cons – can be voice vote or a standing vote by individual
• Majority passes
• 2/3 majority is binding on the board
• Abstentions do count
• If motion passes, a person has 1 minute to explain why it was not a good motion
• Passing the badge – alternate can speak if badge passed by delegate but it can not then be passed back until after vote on that issue

·         30 seconds – can be called for if the room has become too contentious – ends with the Serenity Prayer

·         Original quorum count – 39 people present with voting rights – quorum will be 26

·         Motion to approve agenda – passed with only one con

·         Motion to give Chairs voice – passed 34 for 6 against 2 abstentions – 2/3

·         Motion to give CDRS (English publishing arm in Canada) voice for this conference

• Amendment to give voice and vote. – 21 for 17 against 2 abstentions – amendment carries
• Vote on giving voice and vote to CDRS for this conference – 20 for 15 against 5 abstentions – vote passed

·         Board Report – JudiAnn, Board Chair

• CoDA Blue Book in Spanish is going to CoRe for publication!
• Helpful hints for members of a board of trustees – www.independentsector.org
• Advantages of a Fellowship vs. a Corporation presented. We are a 501 (c) (3) non profit corporation.
• The CoDA Board is responsible for managing the resources of the corporation. Copyrights and trademarks are a very important asset.
• Board priorities:
• Legal
• Compliance
• Business Services
• Fulfill corporate purposes and mandate
• Holes identified by the Board
• Missing copyrights – several fixed
• Missing records – found
• Corporation did not have rights to sign contracts in other countries – application being made to fix this hole
• Missing some trademark filings – took actions to fix
• Developed structure of the Content Management System
• Board ran out of time without covering ratification of board minutes and assignment of Voting Entity issues

·         QSR Report (Quarterly Service Report) – Salle, Board Secretary

• The QSR is the report from the various entities (board and committees) on what has been accomplished during the previous quarter

·         Treasurer’s Report – France, Interim Treasurer

• Appointed after last year’s CSC.
• Challenges as new treasurer:
• Misunderstanding of laws and regulations governing CoDA Inc
• Lack of documented policies and procedures
• Historical documents not available
• Communication problems
• Budget Governance:
• Budget did not correspond to fiscal year as required by IRS (IRS Publication 538) – has been corrected
• Concerns about last year’s convention having too high expenses resulting in loss despite being in Southern California, our biggest single Fellowship
• Concerns about cost of last year’s CSC
• Accomplishments:
• Revamped Bookkeeper’s job description
• Revamped bonding process, increased coverage and included Fellowship Service Worker
• Located original IRS filing documents
• Bank accounts and Certificates of Deposits were improved to decrease cost, bring us into better compliance and ensured that all CD’s are covered by insurance
• CoDA Inc signed up for Starwood Preferred so that we will get back 3% on our expenses at the Sheraton during conference and convention this year
• Books for Inmates and Institutions Program formalized working with CoRe, our US publishing arm
• Implemented a supposedly compliant Travel Policy
• Our largest expense by far
• Effort is to ensure that we are compliant with IRS requirements
• Arizona Nonprofit Corporation Act 10-3842 – Standards of Conduct for Officers
• There is a concern that too much of our budget is spent on travel as compared to other 12 Step programs

• Board Report (JudiAnn Continued)
• Voting entity issues – all assigned to Board at this time
• Legal Issues
• Legal Team created
• 3 lawyers
• Trademark and Patent Attorney
• Corporate Counsel
• Volunteer Lawyer
• Trademark Filings
• Filing of our Tradename via Madrid Protocol which covers 80 countries
• Canada and Mexico being handled separately because not part of Madrid Protocol

• Board Report – Karla Kelly, Legal Advisor
• Special workers are individuals with special expertise
• Karla was doing her legal work pro bono
• Amount of pro bono work is limited to $2000 per year based on our Fellowship Service Manual
• Karla now charges CoDA a reduced rate
• Service Structure is still the inverted pyramid and CSC is the annual meeting of the voting members
• Legal Structure says that Board of Trustees is a legal governing body responsible to the Voting Members and can delegate some of its authority and responsibility

• CoRe (CoDA Resource Publishing) Report
• Anita – Chair
• CoRe has existed since 1995 and was created to separate the printing and distribution of literature portion of CoDA from everything else
• CoRe pays CoDA a royalty which is our primary source of funds. This royalty was originally 40%, and was changed to 35% a few years ago
• 12 Steps and 12 Traditions Workbook is now available in Spanish!
• CoDA Book and Affirmations Book will both be printed soon in Spanish
• Della – Treasurer
• Book sales are almost 55% of sales
• Total income for 2010 was almost $300K
• Total assets are also almost $300K
• Web store sales were only 18% in 2009 and up to 71% in 2010
• Mary – Member of CoRe Board
• International orders continue to be difficult because of shipping difficulties
• Pocket edition of the CoDA Blue Book is now available for sale
• Anita will be leaving the CoRe board after many years and everyone is grateful for her long service. She will be continuing doing service work for CoRe in other capacities.