1 Executive Summary Ad Hoc Committee Report Findings of the Examination of the Relationship of WS and CoDA, Inc. September 2003 Conference.

1

Executive SummaryAd Hoc Committee Report

Findings of the Examination of the Relationship of WS and CoDA, Inc.

September 2003 Conference

2

Section I The Process

3

The Process• Searched motions databases from CoDA

Conferences and CoDA Board.

• Gathered information about the Conferences where CoDA-WS was created and perpetuated.

• Created questionnaires for Conference attendees and Board members to collect their memories as to how and why CoDA-WS was created and perpetuated.

• Gathered information about the Corporation, Bylaws, and other documents that established World Services.

4

The Process- cont’d

• Used the 12 Traditions Workbook in reviewing the current Structure of CoDA, Inc. and CoDA-WS, by substituting CoDA-WS for Group in the workbook.

• Met for five hours with three members of the CoDA-WS Board on 14 June, 2003, in Atlanta, Georgia to discuss their issues and concerns, and collect information about the CoDA WS history and perspective.

5

Section II The Evolutionary Motions

Timeline

6

Timeline1989 National Service Office Changes name to

International Service Office (NSC 89014).

1990 1991 Conference Theme is International Journey (NSC 90004).

1990 To encourage development of National Service Offices for all countries (among other things), a motion was passed to separate International

Service Office from National Service Office (NSC 90026).

1990 Elected delegates/representatives from other countries be allowed to participate in the US Conference (NSC 90040).

7

Timeline1990 Each country or province be allowed two

Delegates (NSC 90041) [voting privileges unclear].

1990 Motion to treat non-US Delegates as a Delegate in all respects at NSC (NSC 90000) defeated. [AHC

infers no voting privileges].

1991 International Service Office name changed to National Service Office (NSC 91016).

1991 International Service Conference name changed to National Service Conference (NSC 91028).

1991 International Service Committee name changes to World Service Organization Committee (NSC 91029).

8

Timeline1991 WSO liaison position on National Board approved

(NSC 91031).

1992 US National Service Office be renamed CoDA Service Office with no change in structure (NSC 92010).

1992 World Service Organization Committee name changed to World Service Committee (NSC 92022).

1992 NSC 91031 WS liaison motion modified byNSC 92023.

1992 World Service Committee approved to receive 7th Tradition contributions from any country (NSC 92024).

9

Timeline1993 Created a meeting list for World Service Committee

(NSC 93028).

1993 All 7th Traditions from any country outside of US be set aside for the World Service Committee (NSC 93029).

1993 Separate bank account opened for World Service Committee for income and expenses (NSC 93030).

1993 Created separate line item in CoDA, Inc. Treasurer’s report for World Service Committee (NSC 93031).

1993 Board of Trustee member and a member of World

Service Committee be signing officers on World

Service Committee bank account (NSC 93032).

10

Timeline1993 Service manual amended to include World

Service Committee (NSC 93034).

1994 Revenues from CoDA book are for the whole of CoDA and present and future (NSC 94059).

1994 World Service Committee remains a committee until able to function autonomously as a world structure (NSC 94068).

1994 NSC recommends continued use of unapproved translations of NSC approved material with a disclaimer until such time as translation material is approved by NSC (NSC 94069).

11

Timeline1995 Reaffirm a letter of license for the World Service

Committee to use the conference approved logo (NSC 95018).

1995 First use of WSO acronym in 1995 to approve WSO report. Intent: Start paper trail eventually leading to separation of WSO and CoDA (NSC 95019).

1995 CSO refer all international inquiries regarding CoDA to WSC (NSC 95050).

1996 CoDA to pay WSO a fair percentage as a sales

commission to CoDA WS on all literature and books sold to groups outside US, not to include

Co-NNections (NSC 96161).

12

Timeline1996 WSO acting as alias agent for CoDA, Inc. At 1995

Conference all international operations were turned over to WSO without funding. Per motions of 1990- 1993, WSO became a separate entity; on 2/13/96 incorporated (NSC 96161).

1997 No Conference motions concerning CoDA WS.

1997 Board approves a letter of license for printing and distribution of CoDA conference approved

literature for England and Australia; CoDA book excluded (Board 97007).

1997 Board approved $250 for WSO postage and fees for International mailings (Board 97008).

13

Timeline1998 Board approved written license to translate and

publish CoDA literature including authorization to give permission to print foreign language translations (Board 98004).

1998 Board motion: CoDA discontinued the donation made to WSO because

a. shortfall in CoDA, Inc. revenues and

b. licensing agreement created own revenue stream (Board 98016).

1998 Service Conference donates $5,000 to WSO.

1998 Literature royalties sold outside of US go to WSO (NSC 98034).

14

Timeline1998 Addendum added to licensing agreement to

permit WS to print any language outside US including English literature within the US and retain royalty (NSC 98035).

1999 Board decided all payments to WSO would cease pending review of 1999 financial outlook (Board 99019).

1999 To reduce the payment to WSO to match the percentage of CoDA income; issue to be taken to NSC for final ratification (Board 99061).

2000 Board is happy to report $6865 was paid to CoDA WS (Board Action Item 00054).

15

Timeline2000 WSO reports 523 meetings world wide. Of these

230 are known to be active (NSC FYI 00039).

2000 WSO presents translation of DAA (Montreal CoDA) “Group Guide” to NSC (NSC FYI 00040).

2000 NSC 2001 will be held in Montreal, Canada (NSC 00082).

2000 $16,000 donated to WSO in two payments of $8,000 (NSC 00088).

2000 Further amended to indicate that $16,000 could come from restricted funds, if necessary (NSC 00087).

16

Timeline2000 SSC and NLC review “Group Guide” and make

recommendations on endorsement by NSC (NSC 00095).

2001 $1500 donated to WSO by passed but unrecorded motion.

2002 Formation of Ad Hoc Committee to examine the relationship between World Services and CoDA,

Inc. (NSC 02059).

17

AHC Timeline Observations

• Inconsistent actions regarding CoDA global issues over time.

• Lack of CoDA, Inc. boundaries regarding WSO accountability of funds, project development, etc.

• No well-defined or communicated plan developed to effectively address the Codependent Fellowship outside of the U.S.

18

Section III Follow the Money

19

Follow the MoneyMotion Year Amount Intent Motion Number

1997 $250.00 Postage Board 970081998 $2,500.00 ? Board 980041999 $5,000.00 ? NSC 991072000 $6,865.00 ? NSC 991072001 $8,000.00 Translating and printing

literatureNSC 00088

2002 $8,000.00 Translating and printingliterature

NSC 00088

TOTAL $30,615.00

Year of Actual Disbursementto CoDA WS

Amount

1997 $5,815.001998 $12,520.001999 $5,800.002000 $6,865.002001 $8,000.002002 $9,500.00

TOTAL $48,500.00 Avg. per year $8083.33/yr

20

AHC Money Observations• Data for tables was collected from CoDA, Inc. financial

records, as provided by A Counting House from 1997-2002.

• Total money disbursed to CoDA-WS from 1997-2002 is $48,500.00. Avg. per year = $8083.33.

• NSC Motions for donations to CoDA-WS do not match the actual disbursements by CoDA, Inc.

• Approximately $18,000 more money was disbursed than what was indicated in the Board and NSC Motions. We are unclear as to why this is so.

• Monthly donations ($570) were paid and then increased to $867.50 per month from late 1997 through all of 1998.

21

Section IVCorporate Bylaw Comparison

CoDA- WS and CoDA, Inc.

22

AHC Observations from Comparing WS Bylaws to CoDA, Inc. Bylaws

CoDA, Inc. Bylaws

• Discuss purpose of CoDA

• State it is non-profit.

• List the 12 Steps/ Traditions.

• Discuss doing things on behalf of the Fellowship.

• References the spiritual nature of our program.

WS Bylaws

• Do not discuss the purpose

• Do not state non-profit

• Do not list 12 Steps/Trad.

• Do not say they work on behalf of the Fellowship.

• No reference to spiritual nature.

23

Fellowship cannot influence life-timeappointed Directors

Fellowship

CoDA-WSCoDA, Inc.

Operating Committee

Fellowship

Home GroupsDirectors

CommunityService Groups

Board

State/Regional

24

Section V A Comparison of the Process

of Literature Approval by CoDA-WS and CoDA,

Inc.

25

AHC Observations Comparing WS & CoDA, Inc. New Literature Process

CoDA, Inc.

• Project is approved by NSC.

• Project goes through numerous group conscience processes before final NSC approval on a:– project level– committee level– Conference level

CoDA WS Process

• Only edits and approves for cultural content not CoDA content.

• Does not go through group conscience process.

26

Section VILegal Relationship

Between CoDA-WS and CoDA, Inc.

27

Legal Structures

CoDA WS

•A Separate corporation incorporated February 13, 1996

•Acts as a licensed distributor of CoDA , Inc. literature to other countries.

CoDA Inc.•A separate corporation

•Has a licensing agreement with CoDA WS to distribute CoDA Inc.’s copyrighted literature to other countries.

•Has no other governing authority over CoDA WS.

28

Legal Relationship Between CoDA-WS and CoDA, Inc.*

•Neither is the parent of each other. •CoDA WS is not a subsidiary of CoDA, Inc.

•There is no direct legal relationship between CoDA, Inc. and CoDA-WS unless there is a written contract of agreement.

*Information is from p. 2, para 3, letter to CoDA, Inc. from Attorney John T. Gilbert, June 11, 2003 (see original letter in notebook).

(continued on next page)

29

Legal Relationship Between CoDA-WS and CoDA, Inc.*

• “Therefore, unless there exists some written contract** between CoDA (Inc.) and CoDA World Service, Inc., the only legal rights CoDA World Service, Inc. has derive from the revocable authority delegated to it by the CoDA National Service Conference. (**There is a license agreement between CoDA -WS and CoDA, Inc.)

• It has no legal interest in or authority over CoDA, Inc.”

*Information is from p. 2, para 3, letter to CoDA, Inc. from Attorney John T. Gilbert, June 11, 2003 (see original letter in notebook).

30

Legal Relationship Between CoDA-WS and CoDA, Inc.*

• “In final analysis, absent the existence of binding contracts which serve to define the exact relationship between the parties and as well define the term of any such relationship,

• the relationship between CoDA, ( Inc ) and CoDA World Service, Inc is an independent arms-length relationship which can be terminated by either party at will.”* (italics our own).

*P. 3, para 2 , letter to CoDA, Inc. from Attorney John T. Gilbert, June 11, 2003

31

Section VIIResponse to Questions

From Special Remarks of AHC Motion 02059

32

1. If CoDA-WS is a separate corporation, what ensures they will act with direction from

the rest of the CoDA Fellowship?

• Nothing ensures it, except Directors of CoDA-WS who are willing to follow the guidelines of the CoDA Fellowship as expressed at a Service Conference.

33

2. Is CoDA World Service, Inc. a subsidiary of CoDA, Inc.?

No

34

3. Who is the “parent organization”?

• There is no parent organization.

35

4. Is participation encouraged in both directions?

• We think there may have been at one time, but over the years the working relationship has eroded. There appears to be serious mistrust between both Boards.

36

5. What direction does WS receive in spending the funds provided by CoDA National and what

direction does CoDA National receive in spending funds from other countries?

• There is no specific direction given to CoDA-WS in how to spend the funds donated by CoDA Inc. to CoDA-WS, Inc.

• CoDA, Inc. has not restricted any funds given CoDA-WS for support of translation and printing literature. ( see motion NSC00088).

37

6. If CoDA, Inc and CoDA WS are separate corporate entities, then is CoDA, Inc. technically endorsing, financing, and lending the CoDA name to a related facility or outside enterprise?

• Excerpted from Fellowship Services Manual Section 11, para 3: World Services CoDA, Inc. (World Service), is a service board corporation that provides services to the CoDA membership worldwide. These services include maintaining foreign mailing lists, distribution of starter kits to new foreign meetings, and assisting in literature language translations and responding to correspondence from countries outside the USA.

Cont’d next page

38

6. If CoDA, Inc and CoDA WS are separate corporate entities, then is CoDA, Inc. technically endorsing, financing, and lending the CoDA name to a related facility or outside enterprise? Cont’d

• As a committee we have mixed opinions on this question. Some of us believe this is a violation of Tradition 7 and others believe this as an extension of CoDA, although distant at the moment. The licensing agreement created a link between the organizations and gave permission for CoDA-WS to use the CoDA name and logo. CoDA-WS can distribute CoDA literature world-wide. There is nothing in the CoDA-WS bylaws that prohibits CoDA-WS from distributing other literature.

39

7. If CoDA as such ought never be organized but may create service boards or committees directly responsible to those they serve:

• How does CoDA figure this out?The Ad Hoc Committee report is the beginning of the process. NSC 2003 determines the next step in the process. It is ultimately up to the Fellowship.

• Who is responsible to whom?CoDA-WS has an ambiguous responsibility to CoDA, Inc. based on the License agreement.

Cont’d next page

40

7. If CoDA as such ought never be organized but may create service boards or committees directly responsible to those they serve: Cont’d

• Who is serving whom?CoDA, Inc. has delegated to CoDA-WS the responsibility to serve the Fellowship outside the US.

• Is CoDA, Inc. serving a different Fellowship than CoDA-WS?The guiding principles of the 12 Traditions of CoDA, Inc. do not recognize political boundaries.

• Are they responsible to different Fellowships?No. It is a contrived boundary to protect/control money, property, and prestige.

41

SSC Comment in Motion 02059• The small size and lack of term limits of

CoDA-WS can potentially keep participation by the membership extremely limited. This can insulate the Board from the Fellowship they serve, and it can become all too easy to dismiss without consideration any dissenting opinion or feedback that is unwelcome.

Cont’d on next page

42

Ad Hoc Feedback on the Previous Comment

• We agree the Bylaws of CoDA-WS do not permit the Fellowship to elect Directors and Officers; and there is a structure where individuals could perpetuate themselves. We believe new people in leadership positions are important for growth in the individual and the organization.

43

Section VIII

The Traditions and Their Application

44

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

• One unified structure.

• One purpose and one fellowship. Anything that distracts us from singular purpose and fellowship doesn’t support Tradition one.

45

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

• CoDA unity means having a union of spirit and purpose.

• Separating CoDA into Political, cultural, or Language groups does not promote a unity of spirit and purpose.

• Different By-Laws and organizational structures does not support unity of spirit and purpose.

46

Tradition 2: 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.

• The Board of Directors, the legal entity of Co-Dependents Anonymous World Service, Inc. is responsible for keeping the Corporation in existence and overseeing the work of the Officers and other appointed persons in the organization. (Copied from CoDA-WS Website).

• There are no term limits for Directors.• CoDA-WS Directors are outside the authority of the

"group conscience of the Fellowship." If the group conscience of the Fellowship cannot change the leaders, then the group conscience is not the Ultimate Authority.

47

Tradition 3: The only requirement for membership in CoDA is a desire for healthy and loving

relationships.

• This Tradition identifies the Fellowship.

48

Tradition 4: Each group should remain autonomous except in matters affecting other groups or

CoDA as a whole.

• Tradition 4 lays the groundwork between autonomy and unity.

• CoDA WS promotes CoDA unity by translating CoDA literature, sending meeting information, and registering meetings.

• CoDA WS has demonstrated autonomy.

49

Tradition 5: Each group has but one primary purpose -- to carry its message to other codependents

who still suffer.

• We are all bound together by one common responsibility: to carry the message to other Codependents who still suffer.

50

Tradition 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.

• CoDA, Inc. endorsed, financed and lent the CoDA name to CoDA WS, “a service board corporation” as defined by the revised FSM, and did not perceive it to be an outside related entity or enterprise.

• CoDA WS in the Special Remarks section of motion 96161 defined themselves as an “alias agent for CoDA… As per the motions of 1990-1993 NSC Motions at this point we became a separate entity”

51

Tradition 7: A CoDA group ought to be fully self-supporting, declining outside contributions.

• Beyond the scope of motion 02059.

52

Tradition 8: CoDependents Anonymous should remain forever non--professional, but our service

centers may employ special workers.

• Beyond the scope of motion 02059.

53

Tradition 9: CoDA, as such, ought never be organized; but we may create service boards or

committees directly responsible to those they serve.

• CoDA WS Operating Committee members are appointed, qualified, and terminated by the CoDA WS Board of Directors. Ref Art VI of CoDA WS By Laws

54

Tradition 10: CoDA has no opinion on outside issues; hence the CoDA name ought never be drawn

into public controversy.

• This is not an outside issue.

55

Tradition 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.

• Both CoDA, Inc. and CoDA-WS seem to be in alignment on this Tradition.

56

Tradition 12: Anonymity is the spiritual foundation of all our traditions; ever reminding us to

place principles before personalities.

• CoDA, Inc. service positions are filled through an election process with term limits.

• Currently, there are no term limits for Directors or the Operating Committee in CoDA-WS.

57

Section IX

Recommendations

58

AHC Recommendations1. Fellowship determine how they want to

reach others who still suffer outside of the United States in a clear, consistent, safe, accountable and cohesive manner.

2. CoDA Inc. clarify a plan and structure to implement world-wide communications and outreach for the Fellowship.

59

AHC Recommendations cont’d

3. The language of CoDA, Inc. needs to be changed to embrace all suffering Codependents worldwide. CoDA Inc. does not recognize political boundaries, only inter-group or regional/state boundaries created by the Fellowship.

60

AHC Recommendations cont’d4. Professional management oversight is needed

for the Boards of both organizations, CoDA, Inc. and CoDA-WS. Expertise is needed in creating, managing, and executing business practices, accounting, business processes, and technological advances.

5. CoDA needs to attract and support suffering Codependents without competing between politically or culturally defined support organizations.

61

AHC Recommendations cont’d

6. Creation of a “Trusted Servant Guidebook” (a Fellowship Service Manual) for Committee and Board members serving the Fellowship of CoDA, Inc. and CoDA WS.

7. CoDA WS leadership positions be elected by the Fellowship.

62

AHC Recommendations cont’d8. Revenues from the sale of literature and

7th Tradition donations should be used throughout the world Fellowship to carry the message.

9. Protection of CoDA copyrights must be pursued jointly by CoDA-WS and CoDA, Inc.

63

Possible OptionsOption A

• CoDA-WS becomes a mirror organization of CoDA, Inc. following the same structure and processes of CoDA, Inc.

– a. Using CoDA, Inc. procedures to approve new literature from other countries and translating literature into other languages

– b. Using CoDA, Inc. Bylaws and making synchronized changes in CoDA WS Bylaws.

– c. There would be Annual funding of CoDA-WS just as if it were a committee. All revenues would be received by CoDA, Inc. for disbursement.

64

Possible Options

Option A cont'd

- d. The functions of CoDA WS would remain the same with steady funding available to support the needs of the World Fellowship.

65

Possible Options

Option B

• Restore CoDA, Inc. to an International organization as originally conceived. – a. Take on the functions and Fellowship Services

current provided by CoDA WS – b. Withdraw the authorization to use the CoDA

name and distribute copyrighted literature .– c. Withdrawing any future financial support.