Global Steps AA Meetings

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Bylaws of Global Steps Group, Inc.


A California Nonprofit Public Benefit Corporation


Amended 08/21/2017


ARTICLE 1


BOARD OF DIRECTORS

The term Board of Directors, Board, Directors and Trusted Servants shall be used interchangeably for purposes of these by-laws.

The Board of Directors shall act at the direction of the membership.


ARTICLE 2


OFFICES

SECTION 1. PRINCIPAL OFFICE

The principal office of the corporation for the transaction of its business is located in Los Angeles County, California.

SECTION 2.  MAILING ADDRESS

For the purpose of continuity, a postal service box shall be maintained as: 

Global Steps Group, Inc.

PO Box 67153 
Phoenix AZ 85082


SECTION 3. CHANGE OF ADDRESS

The county of the corporation's principal office can be changed only by amendment of these bylaws and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these bylaws.

Dated:  

Dated:  

Dated:  


SECTION 4. OTHER OFFICES

The corporation may also have offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the Board of Directors may, from time to time, designate.


ARTICLE 3


INTRODUCTION

This document is the long form of the Global Steps Group business concepts and procedures. From time to time, there may be a supplement to this document to accommodate clarifications, special circumstances, or other items requiring elaboration.

The principles and concepts outlined below were developed and distilled from AA's Twelve Traditions as well as the Twelve Concepts for World Service. Therefore, we suggest that every member of the Global Steps Group be familiar with the Traditions and Concepts. A good, basic reading list would be: "Twelve Steps and Twelve Traditions," "The AA Service Manual," "Twelve Concepts for World Service," and "AA Comes of Age." "Language of the Heart" is also a highly useful resource since it contains a compilation of all of Bill W's Grapevine articles, many of them relating to our Traditions and Concepts. At the very least, we encourage everyone to obtain and study the pamphlet "The AA Group ... Where It All Begins."

The group service positions detailed below were established based on customary face-to-face AA group positions as well as additional needs inherent to conducting meetings and business on the Internet.

Quoted material from AA literature is copyrighted by AA World Services, Inc.


ARTICLE 4 


GENERAL CONCEPTS

The Online Home Group, a Spiritual Entity

"Any two or three alcoholics gathered together for sobriety may call themselves an AA group, provided that, as a group, they have no other affiliation" (from Tradition Three, Long Form).

"AA's essential group work is done by alcoholics who are themselves recovering in the fellowship, and each of us is entitled to do our AA job in the way we think best within the spirit of the Traditions. This means that we function as a democracy, with all plans for group action approved by the majority voice. No single individual is appointed to act for the group or for Alcoholics Anonymous as a whole.

"Most of us cannot recover unless there is a group. As Bill said, 'Realization dawns on each member that he is but a small part of a great whole. ... He learns that the clamor of desires and ambitions within him must be silenced whenever these could damage the group. It becomes plain that the group must survive or the individual will not'" ("The AA Group ... Where It All Begins," p. 12).

References to the AA group as a spiritual entity date at least to the 1940s (see Bill W's Grapevine article, "Safe Use of Money," October 1946). In 1950, the principle was accepted throughout the Fellowship with the approval of the Twelve Traditions. Tradition Two reads: "For our group purpose there is but one ultimate authority -- a loving God as He may express Himself in our group conscience. Our leaders are but trusted servants; they do not govern."


ARTICLE 5 


MEMBERSHIP

Membership in the Global Steps Group

From "The AA Service Manual" (page numbers vary from year to year):

"Traditionally, most AA members through the years have found it important to belong to one group which they call 'Home Group.' This is the group where they accept responsibilities and try to sustain friendships. And although all AA members are usually welcome at all groups and feel at home at any of these meetings, the concept of the 'Home Group' has still remained the strongest bond between the AA member and the Fellowship."

From "The AA Group ... Where It All Begins" (p. 18):

"With membership comes the right to vote upon issues that might affect the group and might also affect AA as a whole -- a process that forms the very cornerstone of AA's service structure. As with all group-conscience matters, each AA member has one vote; and this, ideally, is voiced through the home group.

"Over the years, the very essence of AA strength has remained with the home group, which, for many members, becomes their extended family. Once isolated by their drinking, they find in the home group a solid, continuing support system, friends and, very often, a sponsor. They also learn firsthand, through the group's workings, how to place 'principles before personalities' in the interest of carrying the AA message."

While AA principles remain the same whether face-to-face or online, there may be differences in topics or issues that need to be addressed. Therefore, The Global Steps Group recognizes that AA members may want to have both a face-to-face and an online home groups.


ARTICLE 6 


GROUP CONSCIENCE

The "Informed" Group Conscience

From "The AA Group ... Where It All Begins" (p. 34-35):

"The group conscience is the collective conscience of the group membership and thus represents substantial unanimity on an issue before definitive action is taken. This is achieved by the group members through the sharing of full information, individual points of view, and the practice of AA principles. To be fully informed requires a willingness to listen to minority opinions with an open mind.

"On sensitive issues, the group works slowly -- discouraging formal motions until a clear sense of its collective view emerges. Placing principles before personalities, the membership is wary of dominant opinions. Its voice is heard when a well-informed group arrives at a decision. The result rests on more than a 'yes' or 'no' count -- precisely because it is the spiritual expression of the group conscience. The term 'informed group conscience' implies that pertinent information has been studied and all views have been heard before the group votes."

Within the Global Steps Group, "substantial unanimity" means a 2/3 majority whenever possible.

It is suggested that all members become familiar with the concepts pertaining to Right of Participation, Right of Decision, and Right of Appeal (III, IV, and V in "Twelve Concepts for World Service”). Those concepts are embedded in the above passages, but further study may be helpful in understanding how they are applied.


ARTICLE 7


GENERAL PROCEDURES

The Global Steps Business Meeting

All issues that may affect the Global Steps Group are discussed in the business meeting, which is live global video meeting of all who consider themselves group members.

All discussions are led by the group chairperson using "Chair's Rules." Essentially, that means applying the AA principles to AA business affairs. The overriding principle in all matters is fairness.

All members of the Global Steps Group have a voice in group affairs. However, in the interest of establishing a fully informed group conscience, we suggest that you only vote on a motion if you had joined the Global Steps Group by the time the motion was presented to the group for consideration.

Decorum


SECTION 1. The Global Steps Group uses a form of the "netiquette" as described below:

We ask that all participants keep in mind that everyone who is a member shares responsibility with our chairperson for keeping the meeting in order. From time to time, the chairperson will make provision for open sharing of ideas and general comments, so as to allow spontaneity from the members.

Please maintain tolerance and patience for others and refrain from using offensive or aggressive outbursts. Self expression is encouraged, but please take the time to phrase your shares to address the issues at hand, not the individuals with whom you may disagree.

Also, please refrain from including the members in private spats. The business meeting is not the place to provoke people or to manipulate support. Such shares only serve to disrupt the meeting for everyone.


SECTION 2. Discussion Items, Motions, and Voting

Whenever possible, issues should be discussed and resolved without formal "yes" or "no" votes. That is, the goal is to arrive at apparent substantial unanimity by discussing all sides of an issue.

Formal motions may be made at any time by any voting member. A motion should include a rationale, stating why the action described in the motion should be taken. Formal motions require a second.

Housekeeping motions may be made by any trusted servant based on a need identified in a report to the members. If there are no objections to a housekeeping motion, it is considered passed. Any member may object to a housekeeping motion, and need not give a reason for the objection. After an objection, the housekeeping motion moves to the business agenda as new business and discussion and voting, if necessary, follows.

1. When voting is required, for example: in the case of elections, the chairperson will decide whether the vote will be by Instant Message ballot or Group Discussion Board ballot.

2. Any voting member may appeal any decision of the chairperson. Decisions may be overturned by substantial unanimity or by the chairperson's rescinding the decision.

3. After any discussion, and prior to voting, the chairperson will provide a summary of the discussion, stating the main arguments, pro and con.

4. After any vote on a motion, the chairperson will ask for minority opinion. After minority opinion is heard, the chairperson will ask whether there is a motion to reconsider. Such a motion must be made and seconded by members who voted in the majority.


SECTION 3. Group Officer Elections

The chairperson sets the time and manner of voting, which should take place at least two months prior to the date the person elected will assume his or her responsibilities.

Nominations (or seconding of nominations) are required. Any eligible group member may make him or herself available for any open office.

When there is more than one candidate for a position, the chairperson should employ a modified version of the Third Legacy Procedure outlined in "The AA Service Manual."

No member may assume an office by default. If there is only one candidate for office, the chairperson will ensure that the candidate has the support and confidence of the membership. If that cannot be determined informally, a vote is required. When there is a vote for Trusted Servant positions that has only one candidate, the Third Legacy Procedure is suspended and the individual must receive at least 51% of the vote to be selected for the position. This does not include chairperson votes only Trusted Servant positions. Offices may remain vacant, or continue to be held by the current officeholder, until a candidate clearly has at least majority (2/3) support. Voting on Trusted Servants must be 2/3 support of voting members, all business matters are majority vote.


SECTION 4. Group Voting Options: (chairperson decides voting procedure)

1. Instant Message ballot. (small decisions and regular chairperson elections)

2. Group Discussion Board ballot. (large decisions and group officer elections)

All Members of the “Global Steps Group” will be able to vote on Nominations, Elections, and Proposed motions.

INSTANT MESSAGE VOTING PROCEDURE

This process is similar to a show of hands. The voting members cast their votes using the “IM” feature of the site. Only “NO” votes will be counted and the remaining members not voting will be considered a “Yes” vote. The Vote Counter will announce the results before the end of the meeting.


GROUP DISCUSSION BOARD VOTING PROCEDURE

Nominations, elections, and large discussions will be posted on the discussion board from the initial Business Meeting and will remain open for voting until one hour prior to the next Business meeting. This one hour cut-off time gives the Vote Counter 1 hour to tally all the votes and verify that all votes were made by eligible membership voters. So that the vote tally can then be officially be verified and reported to the group by the group Vote Counter, at the subsequent Business meeting.


SECTION 5. COMPENSATION

Directors shall serve without compensation. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 3 of this Article. Directors may not be compensated for rendering services to the corporation in any capacity other than director unless such other compensation is reasonable and is allowable under the provisions of Section 6 of this Article. Any payments to directors shall be approved in advance in accordance with this corporation's conflict of interest policy, as set forth in Article 9 of these bylaws.


SECTION 6. RESTRICTION REGARDING INTERESTED DIRECTORS

Notwithstanding any other provision of these bylaws, not more than forty-nine percent (49%) of the persons serving on the board may be interested persons. For purposes of this Section, "interested persons" means either:

(a)  Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full- or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; or

(b)  Any same sex partner, brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.


SECTION 7. PLACE OF MEETINGS

Meetings shall be held in the principal video meeting room unless otherwise provided by the board.

Any meeting, regular or special, will be held by electronic video screen communication, or other communications equipment. Participation in a meeting through use of electronic video screen constitutes presence in person at that meeting so long as all members participating in the meeting are able to hear one another. Participation in a meeting through use of electronic video screen communication or other communications equipment (other than conference telephone) constitutes presence in person at that meeting if all of the following apply:

a) Each member participating in the meeting can communicate with all of the other members concurrently;

b) Each member is provided the means of participating in all matters before the board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation; and

c) The corporation adopts and implements some means of verifying (1) that all persons participating in the meeting are members of the corporation or are otherwise entitled to participate in the meeting, and (2) that all actions of, or votes by, the member are taken and cast only by members and not by persons who are not members.


SECTION 8. REGULAR MEETINGS

Regular meetings of membership shall be held every 1st Thursday at 9:00 PM EST, and again at 12noon EST every Sunday immediately following the 1st Thursday meeting unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the next Thursday.


SECTION 9. SPECIAL MEETINGS

Special meetings of the membership may be called by the chairperson, the secretary, or by any two members, and such meetings shall be held at the place, designated by the person or persons calling the meeting, and in the absence of such designation, at the principal video meeting room of the corporation.


SECTION 10. NOTICE OF MEETINGS

Regular meetings of the membership may be held without notice. Special meetings of the board shall be held upon forty-eight (48) hours' notice delivered to all members via the discussion board.


SECTION 11. QUORUM FOR MEETINGS

A quorum shall consist of five (5) trusted servants.

Except as otherwise provided in these bylaws or in the articles of incorporation of this corporation, or by law, no business shall be considered by the membership at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the chair shall entertain at such meeting is a motion to adjourn. 

The members present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of members from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the articles of incorporation or bylaws of this corporation.


SECTION 12. MAJORITY ACTION AS MEMBERSHIP ACTION

Every act or decision done or made by a majority of the members present at a meeting duly held at which a quorum is present is the act of the membership. 


SECTION 13. CONDUCT OF MEETINGS

Meetings of the membership shall be presided over by the chairperson of the group, or in his or her absence, the secretary. The secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the alternate secretary shall act as secretary of the meeting.

Meetings may be governed by Robert's Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these bylaws, with the articles of incorporation of this corporation, or with provisions of law.


SECTION 14. VACANCIES

Vacancies on the board of directors shall exist (1) on the death, resignation, or removal of any trusted servant, and (2) whenever the number of authorized directors is increased.

The membership may declare vacant the office of a trusted servant who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Section 5230 and following of the California Nonprofit Public Benefit Corporation Law.

Any director may resign effective upon giving written notice to the chairperson of the board, or the secretary, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the attorney general.

Vacancies on the board may be filled by vote of a majority of the members The members of this corporation may elect a director at any time to fill any vacancy.

 A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the trusted servants or until his or her death, resignation, or removal from office.


SECTION 15. NONLIABILITY OF DIRECTORS

The trusted servants shall not be personally liable for the debts, liabilities, or other obligations of the corporation.


SECTION 16. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS

To the extent that a person who is, or was, a director, officer, employee, or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative, or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the corporation, or has been successful in defense of any claim, issue, or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding.

If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements, and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation but only to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Nonprofit Public Benefit Corporation Law.


ARTICLE 8.


TRUSTED SERVANTS

SECTION 1. NUMBER OF TRUSTED SERVANTS

The trusted servants of the corporation are elected officers, current meeting chairs and past meeting chairs. The corporation may also have, as determined by the membership, an advisor, one or more co- chairperson, assistant secretaries, assistant treasurers, or other officers. 


SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE

Any member may serve as an officer of this corporation. Officers shall be elected by the group conscience, at any time, and each officer shall hold office until he or she resigns, is removed, or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.


SECTION 3. DUTIES OF CHAIRPERSON

Group Chairperson

Term of office: 1 year

Required sobriety: 5 or more years

Suggested previous service experience: Service at the group level, face to face or online group. Example: Chairperson, Secretary, or Treasurer.

Other suggested qualifications: At least (6) months as a group member. Familiar with our AA literature pertaining to groups and service, including: "Twelve Steps and Twelve Traditions" (the Traditions parts), "The AA Service Manual," "Twelve Concepts for World Service" (at least the illustrated version); "AA Guidelines" (the entire set), and the pamphlet "The AA Group."

Duties and Responsibilities:

The Chairperson leads the group business meeting. Should not publicly express opinions on specific issues or motions before the group except in extreme circumstances.

The Chairperson coordinates activities with other group officers and with those members who assume responsibility programming individual meetings and other vital functions.

The more informed that chairperson and other group officers are about AA as a whole, the better they function. By keeping Tradition one firmly in mind and encouraging members to become familiar with all the Traditions, they will help to ensure a healthy AA group.

The Group Chairperson is required to attend all business meetings. In the event of an emergency the Group Chairperson is to notify the Secretary ASAP so he/she can step in to Chair.

Group Co-Chairperson

Co-Chair is the Group Secretary.

Alternate Group Secretary takes over responsibility of Secretary in business meeting.

Same requirements and responsibilities as stated above.


SECTION 4. DUTIES OF SECRETARY

Group Secretary

Term of office: 1 year

Required sobriety: 5 or more years

Suggested previous service experience: Service at the group level, face to face or online group. Example: Chairperson, Secretary, or Treasurer.

Other suggested qualifications: At least (6) months as a group member. Familiar with our AA literature pertaining to groups and service, including: "Twelve Steps and Twelve Traditions" (the Traditions parts), "The AA Service Manual," "Twelve Concepts for World Service" (at least the illustrated version); "AA Guidelines" (the entire set), and the pamphlet "The AA Group."

Duties and Responsibilities:

Like the chairpersons, secretaries need to be good all-around group servants. Maintain minutes of business meetings. Leads the group business meeting when the chair is not available. 

Assists Vote Counter in maintaining the group membership and service rosters. The Secretary can vote, introduce motions, and participate in discussion.

The Secretary need not record everything that is said; the minutes are not a transcript. But they should include:

1. Officer’s reports, if any were made during the meeting.

2. The exact wording of any motions introduced, and their fate (passed, defeated, referred to committee, or tabled).

3. If motions were referred to committee, make sure the group specifies the duties of the committee and when their report should be delivered to the full business meeting.

If at any time the Secretary is unclear about something, he/she should ask for clarification from the group immediately.

The Group Secretary is required to attend all business meetings. In the event of an emergency the Group Secretary is to notify the Alt. Secretary ASAP so he/she can step in.

Alternate Group Secretary

Fills in for Group Secretary when Group Secretary is not available and/or when Chairperson is not available.

Same requirements and responsibilities as stated above.


SECTION 5. DUTIES OF TREASURER AND CO-TREASURER

Co-Treasurers (also known as Treasurer(s))

Term of office: 2 years

Required sobriety: 5 or more years

Residence: Must reside within the continental United States so that they can set up a local United States Post Office box and collect mailed donations from the box regularly.

Suggested previous service experience: Service at the group level, face to face or online group. Example: Chairperson, Secretary, or Treasurer.

Other suggested qualifications: At least (6) months as a group member. Familiar with our AA literature pertaining to groups and service, including: "Twelve Steps and Twelve Traditions" (the Traditions parts), "The AA Service Manual," "Twelve Concepts for World Service" (at least the illustrated version); "AA Guidelines" (the entire set), and the pamphlet "The AA Group."

Duties and Responsibilities:

The Co-Treasurers essentially have the same responsibilities and similar duties: Maintain the group's banking and PayPal accounts. Accept and collect contributions at a post office box to be maintained by one of the Co-Treasurers within the continental United States. Pay rent and other expenses incurred and approved by Global Steps Group. Provide reports to the group at least on a monthly basis. Inform group members, visitors, and all who attend group meetings about AA's 7th Tradition. Provide our web host with the correct mailing information for donations as such mailing information may change from time to time.

Other: Both Co-Treasurers will at all times have equal electronic access and capabilities to and for group financial records and account statements. Both will have signing authority on checks and the ability to make payments from any of our bank accounts or PayPal accounts or whatever electronic accounts may be utilized for our banking.

One Co-Treasurer will reconcile all accounts at least once per month and the other shall pay all approved expenses via check or electronically AND deposit all donations. (The two Co-Treasurers will decide between them who is to do which job or may switch jobs from time to time.)

NO payments shall be made by the Co-Treasurers which is NOT approved by both of them. In the event that one of the Co-Treasurers is not available to give their approval than the current Global Steps Group Chairperson may give their approval of said payment.

One of the Co-Treasurers will post AT LEAST four times per year - in PDF files or JPG files or Word Document files - statements from our bank accounts and PayPal accounts and canceled checks in excess of $25, or statements from any other such pertinent accounts on the Global Steps AA Business discussion board for all members of Global Steps Group to view. Actual account numbers and names of any donors will be blacked out prior to posting.

One of the two Co-Treasurers is required to attend all business meetings. In the event of an emergency where neither Co-Treasurer is able to attend, one of the Co-Treasurers will send the Group Chairperson a written treasurer's report preferably 24 hours prior to said business meeting if possible.


SECTION 6. DUTIES OF VIDEO MEETING COORDINATOR

Video Meeting Coordinator

Term of office: 1 year

Suggested sobriety: 2 or more years

Suggested service experience: At least (6) months as a group member. Chaired a regular AA video meeting in the past or present. Familiar with our AA literature including: "Twelve Steps and Twelve Traditions" (the Traditions parts) and the pamphlet "The AA Group." It is suggested to an awareness of AAWS endorsed literature. It is suggested to be familiar with the service structure manual of AA.

Duties and Responsibilities:

1. Maintain the Chairpersons Group and Trusted Servants Group.

2. Seek volunteers for chairpeople and greeters for our regular AA video meetings.

3. Maintains the Video Meeting List, Chairperson’s Group List, Trusted Servants Group List, Phone number and email list, Meeting Format, Chairperson Guidelines, Chairperson Requirements, and New Chairperson Welcome Package. Must coordinate with Group Chairperson, Secretary, and Chairperson trainers.

The Video Meeting Coordinator is required to attend all business meetings. In the event of an emergency please notify the Group Chairperson or Secretary ASAP so we have time to find a substitute to fill in.


SECTION 7. DUTIES OF VOTE COUNTER

Vote Counter

Term of office: 1 year

Suggested sobriety: 1 or more years

Suggested service experience: At least (3) months as a group member. Chaired a regular AA video meeting in the past or present. Familiar with our AA literature including: "Twelve Steps and Twelve Traditions" (the Traditions parts) and the pamphlet "The AA Group." It is suggested to an awareness of AAWS endorsed literature. It is suggested to be familiar with the service structure manual of AA.

Duties and Responsibilities:

The Vote Counter maintains the group membership list and will also be responsible for counting votes in all elections by either Instant Message ballot or Group Discussion Board ballot.

The Vote Counter is required to attend all business meetings. In the event of an emergency pleaser notify the Group Chairperson or 

Secretary ASAP so they have time to find a substitute to fill in.


SECTION 8a. VIDEO MEETING CHAIRPERSON

*Requirement for those wishing to chair a Global Steps Group AA meeting:

- Must be a sober alcoholic

*Suggested qualifications for chairperson consideration (Not to be retroactively adopted):

- Has a sponsor

- Has worked or is working the 12 steps with a sponsor

- Attends Global Steps AA online meetings regularly and participates (3 months suggested)

- Has 1 year of sobriety (Someone who has 6 months to a year may qualify and let the GSAA group conscious make the final decision)

- Has previous service experience at AA meetings

- Has a working computer (not a tablet or phone), strong enough internet connection, and no recent connection problems with our host website

- When Chairing a meeting the Chairperson must be on camera at all times

- Is a member of Global Steps AA Business Group or will become a member as soon as possible

* Possible reason for chairperson removal

• Loss of Sobriety

• Continuous computer or internet issues.

• Note: Chairperson must get with IT coordinator after the 2nd issue with chairing meeting for possible solution.

• Difficulty controlling the meeting

• Is rude or inconsiderate to participants

• Allows sharers to be rude or inconsiderate to each other

• Misses (3) meetings without reasonable notification to VC’s.

• Continually late for meetings.

*Chairperson responsibilities

• Must show up to meeting between 5 to 10 minutes prior to start of meeting.

• Must be visible at all times during the meeting he/she chairs.

• Must find sub to cover their meeting if needed. Also it is the chairperson responsibility to notify the VC’s of a substitution.

• Attend business meetings and chairperson meetings regularly.

• Does not need to comment after every share.

• Facilitate the meeting to the best of their ability and abide by the Traditions. 

• Start and end the meeting in the 1 hour time period.

 * Chairperson Qualification Questions

These are the ACTUAL questions to be read by the Global Steps Group Chairperson to prospective Video Chairpersons at our regular business meetings during Chairperson Qualification:

- Are you a sober alcoholic?

- Are you working the steps with a sponsor?

- Have you been attending and participating in our GSAA meetings regularly for three months?

- What is your sobriety date?

- Do you have previous service experience at AA meetings?

- Do you have a working computer (not a tablet or phone) with a working web cam, strong enough internet connection, and no recent connection problems with our host website?

- Are you willing to be on camera at all times when chairing our meetings?

- Are you a member of our Global Steps Group?

- Is there anything else you’d like to say briefly?

After the Group Chairperson has asked these questions no further questions will be allowed by attendees at this business meeting. If you must contact the prospective chair, please send them a private message.

⁃ Upon answering all questions, then the CHAIRPERSON should be able to determine if the candidate is "Ideally Qualified", "Conditionally Qualified", or "To Be Qualified Later".

⁃ The CHAIRPERSON can ask if there are any objections or questions from the group (NOTE: that how qualified the CHAIRPERSON deems the candidate stands unless there is a significant reasons brought up at which point the candidate can defend themselves).

⁃ If they are either Ideal or conditional, then they are officially welcomed in the meeting and then turned over to the Meeting Coordinator(s) for training and meeting assignments.

⁃ If they are not qualified, the CHAIRPERSON should ask if the unqualified person would be interested in other positions such as greeter.. etc. and invite the person to try to re-qualify later when they feel they meet the qualifications.

SECTION 8b. STANDARDS AND PROCESS FOR DISQUALIFICATION OF VIDEO CHAIRS.

It is agreed that disqualification is a drastic action and should only be taken when the situation is warranted and not on the whim of any general member or trusted servant.

The criteria for disqualification are as follows:

1) If the chairperson does not have AA as their primary fellowship; or

2) if a chairperson missed their regularly scheduled meeting 3 times without arranging for a substitute; or

3) the chairperson has equipment failures (computer, camera, internet connection) for 4 meetings that cause disruption to the flow of the meeting; or

4) after being trained on the meeting functionality, the chairperson is repeatedly unable to manage the meeting (putting people in and out of boxes, setting meeting topics, generally following the chairperson script, reopening the meeting room after the meeting is ended); or

5) loss of sobriety date, which is defined as drinking even one alcoholic drink . Loss of sobriety date does not require the chairperson to have become intoxicated.

The Officers of the Global Steps group will meet together in an undisclosed meeting room and invite the chairperson in question to be present to discuss the disqualification before a decision is made. The decision of the Officers will be final.


SECTION 9. DUTIES OF ARCHIVIST

Archivist

Global Steps Group Archivist Suggested Qualifications

Term of office: 2 year

Suggested sobriety: 2 or more years

Suggested previous service experience:

Service at the group level, face to face or online group. Example: Chairperson, Secretary, or Treasurer.

Other suggested qualifications: At least (18) months as a Global Steps Group member.

Familiar with our AA literature pertaining to groups and service, including: "Twelve Steps and Twelve Traditions" (the Traditions parts), "The AA Service Manual," "Twelve Concepts for World Service" (at least the illustrated version); "AA Guidelines" (the entire set), and the pamphlet "The AA Group."

The function of the archivist can be considered therefore to be twofold: primarily, a custodial responsibility for assuring the physical integrity of the collections of records including minutes, motions, vote outcomes, group principles and group bylaws and ensure and its availability to group in a concise and sorted format.

Duties and Responsibilities:

Like the all Global Steps Group positions, Archivists need to be good all-around group servants.

Maintain minutes of all (since Global Steps Group's inception in 2012) prior business meetings.

Assists Vote Counter in maintaining the group membership and service rosters.

The Archivist can vote, introduce motions, and participate in discussion and should be present at all business meetings.

The Archivist should keep a repository of minutes, in addition to:

1. Officer’s reports, if any were made during the meeting.

2. The exact wording of any motions introduced, and their fate (passed, defeated, referred to committee, or tabled). Update and keep Bylaws/Concepts and guidelines with current language changes as they are passed by the group conscience.

3. If motions were referred to committee, make sure the group specifies the duties of the committee and when their report should be delivered to the full business meeting.

4. Develop to the best of his/her ability an archive of votes take, dates they took place and be able to access during business meetings for the group to make group conscience decisions using factual historical information.

If at any time the Archivist is unclear about something, he/she should ask Global Steps Group members who were responsible for the motion or the vote for clarification from the individual and the group immediately.

Taken from the A.A. Guidelines Archives, from GSO, Box 459, Grand Central Station, NY, NY

The archivist is the person responsible for the collection, including documents, books, recordings, and artifacts. He or she maintains the physical integrity of the collection, and also develops an index, inventory, and/or finding aid, to provide easy ways to search and access the collection. The archivist is also responsible for ensuring the protection of the anonymity of members, and the confidentiality of all A.A. records. In most cases, the archivist regularly reports to the local A.A. entity that supports the work, giving updates on current projects. It is desirable that the archivist take at least an introductory course in archival science or library science, and have a membership in a local archivists’ organization.

The function of the archivist can be considered therefore to be twofold: primarily, a custodial responsibility for assuring the physical integrity of the collection and its availability to persons with a valid reason for study; and also a parallel and critical role of information gatherer. The archivist gathers facts and documentation, from both the distant and recent past, to preserve A.A.’s message. Bill W. urged that archives are needed “so that myth doesn’t prevail over fact.” In a real sense, A.A. archivists are “keepers of the past.”

At a very basic level, archivists do four things with an archives collection:

1. Organize it: Sort the collection somehow; chronologically, alphabetically, by subject, and/or by type of object, in a sensible manner.

2. Catalog it: Create a searchable list or inventory describing each item in the collection.

3. Preserve it: Perform preservation tasks, from the very simple to the very complicated, to prolong the life of the item.

4. Let people know about it: Create exhibits and displays, publish articles about the archives in a newsletter, provide research access, and give information to those who have questions.


SECTION 10. COMPENSATION

There shall be no compensation paid to any director at any time for any services for their performance of the charitable or public purposes of this corporation.


ARTICLE 9.


COMMITTEES

SECTION 1. TRUSTED SERVANTS COMMITTEE

The general purpose of this group is to act as a "steering committee" or "project committee" on solving large tasks set forth by our Global Steps AA Business Group (Group Conscience).

The members of this group hold no rank over other members of the group and we all have the right to our input and suggestions. All members are expected to act in a civil and responsible manner, focusing only on the best solution for the task. As our 12th Tradition states: Principles before Personalities.

The responsibility of this group is to research, discuss, brainstorm, and combine ideas best suited for the tasks and report our suggestions back to the Group Conscience. Based on their input of our suggestions, the Group Conscience will make a motion and vote on the task at hand. This process may require bringing the task back to our Trusted Servants Group and make any necessary changes or research needed to resolve any issues set forth by our Group Conscience.

For the most part this group will be conducting these activities in the group discussion boards unless the group determines it necessary to have a live video meeting to discuss these matters in more detail.

How It Works:

The Global Steps AA Business Group (Group Conscience) will prioritize and assign our group with the tasks (new or old business) they feel are too large and complex to be resolved in the regular business meeting. These tasks will be brought to our group and a discussion will be opened on our discussion board. Some tasks may be too large to be resolved in one discussion. In that case the task will be broken down into smaller discussions to focus on the smaller parts. The discussion will have the task clearly stated in the body text and the members will discuss in the comment boxes any ideas and suggestions they have. The group will compile the information and document a solution to the task and present the suggestions to the Group Conscience at the regular Global Steps AA Business Group meeting.

What trusted servants DO:

Research-

Brainstorm-

Compile-

Suggest-

What we DON’T do:

Vote-

Make laws or rules-

Be disrespectful to other members-


SECTION 1a. TRUSTED SERVANTS COMMITTEE GUIDELINES

Purpose: To best serve AA principles and Global Steps AA Business Group we think it best that the Trusted Servants Committee be comprised of members elected by Global Steps AA Business Group.

Number of Trusted Servants Committee Members: Up to 12

Term of office: 18 months

Suggested sobriety: In order to have a good mix of members with varying lengths of sobriety on the Trusted Servants Committee it is recommended that up to 4 of the 12 members have a minimum of 2 years continuous sobriety, and the rest of the members have 8 or more years continuous sobriety.

Suggested Trusted Servants Committee member experience:

1. At least 6 months as an active group member.

2. Familiar with our AA literature pertaining to groups and service, including: “Alcoholics Anonymous,” "Twelve Steps and Twelve Traditions" (the Traditions parts), "The AA Service Manual," "Twelve Concepts for World Service" (at least the illustrated version); "AA Guidelines" (the entire set), and the pamphlet "The AA Group."

3. Suggested that such person attend at least 3 Global Steps AA meetings each week.

4. Suggested that such person have worked all 12 AA steps with a sponsor.

5. Suggested that such person have a sponsor that she/he communicates with regularly and that such person be currently open to sponsoring.

6. Suggested that such person have chaired at least one Global Steps AA meeting in the past or present.

7. Suggested that such person’s primary fellowship be Alcoholics Anonymous.


Trusted Servants Committee member Duties:

1. It is suggested that each Trusted Servants Committee Member attend at least 80% of the scheduled Trusted Servants Committee meetings. If such person does not or cannot do such then such person may be asked to resign by the Trusted Servants Committee Group Leader.

2. The Trusted Servants Committee will persistently work in the spirit of all Twelve Traditions of Alcoholics Anonymous and will always strive to work in the spirit of our Second Tradition which states that, “For our group purpose there is but one ultimate authority - a loving God as He may express Himself in our group conscience.” And they will always strive to remember our Ninth Tradition which states that, “All such representatives are to be guided in the spirit of service, for true leaders in A.A. are but trusted and experienced servants of the whole. They derive no real authority from their titles; they do not govern.”

3. Trusted Servants Committee elected members will serve Global Steps AA Business Group by surveying individual Global Steps AA Business Group members to best gather a sense of the group conscience on issues that the committee examines. Committee members will always remember that they service AA principles and the group as a whole. To be fully informed requires a willingness to listen to minority opinions with an open mind.

4. The Trusted Servants Committee will encourage private messages from Global Steps AA Business Group members to its internally elected Group Leader and/or Alternate Group Leader concerning either topics under discussion by the committee or any issues that such Global Steps AA Business Group member finds pertinent. The Group Leader and/or Alternate Group Leader shall be obligated to share the spirit of such private messages either at the next Trusted Servants Committee meeting or in a timely fashion by email to all elected members of the committee.

5. In addition to the How it Works section within Article 9. COMMITTEES of these bylaws, the Trusted Servants Committee or a subcommittee appointed by it will do a detailed yearly review of the Global Steps AA Business Group Principles and Guidelines which were developed in 2012 and 2013 by our group. The committee will examine the Principles and Guidelines and suggest how they may best be updated and/or changed to best serve the principles of AA and Global Steps AA Business Group. Any suggested changes from these reviews will be brought to Global Steps AA Business Group for final review, discussion and approval.

6. In addition to the How it Works section within Article 9. COMMITTEES of these bylaws, the Trusted Servants Committee or a subcommittee appointed by it will do a detailed yearly review of these Global Steps AA Business Group bylaws. The committee will examine the bylaws and consider how they may best be updated and/or changed to best serve the principles of AA and Global Steps AA Business Group. Any suggested changes from these reviews will be brought to Global Steps AA Business Group for final review, discussion and approval.


Trusted Servants Committee Methods:

1. Individuals who wish to run for an open position on the Trusted Servants Committee must be nominated by a current member of Global Steps AA Business Group and the nomination must be seconded by another member of Global Steps AA Business Group.

2. It is recommended that current Global Steps AA Business Group officers not run for membership on the Trusted Servants Committee. It is suggested that IT Coordinators and current meeting chairpersons be permitted to run for membership on the Trusted Servants Committee.

3. It is suggested that if less than 4 Global Steps AA Business Group members run for 4 open positions on the Trusted Servants Committee then those open positions not filled by members with between 2 and 8 years sober be filled by members with over 8 years sober.

4. All members of the Trusted Servants Committee will be elected by Global Steps AA Business Group in a manner consistent with our bylaws Article 7 GENERAL PROCEDURES, Sections 2, 3 and 4.

5. All internal votes within the Trusted Servants Committee shall be decided by majority vote. Voting shall occur in the fashion that a majority of members of the Committee shall decide. In case of a deadlock on an internal vote by the Trusted Servants Committee the committee will employ a modified version of the Third Legacy Procedure outlined in "The AA Service Manual." Said series of votes utilizing the modified third Legacy Procedure shall be conducted within a period not to exceed 7 days.

6. The Trusted Servants Committee will from time to time elect a Trusted Servants Committee Group Leader and Alternate Group Leader from within its elected membership to lead its meetings. The Leader will lead the committee meetings and will not be in a privileged position except that the Group Leader and Alternate Leader shall decide how to best implement and modify the Third Legacy Procedure should it need to be implemented within the committee. The Group Leader and/or Alternate Group Leader will respond to all private messages from Global Steps AA Business Group members within 48 hours after opening such message.

7. The Trusted Servants Committee will convene and remain active provided it has at least 5 elected members at any time. It will go inactive if it at any time has less than 4 elected members until such time as it has 5 or more elected members.

8. A quorum of at least 5 elected members of the Trusted Servants Committee will be required to be present at any Trusted Servants Committee meeting and at least 5 elected members of the Trusted Servants Committee must vote yes, no or abstain on any motion made by the committee.

9. The Trusted Servants Committee will only examine issues that it estimates are provided to them by the group conscience.

10. After the Trusted Servants Committee decides to provide Global Steps AA Business Group with a recommendation, the Trusted Servants Committee will instruct one or more members of the committee to prepare a detailed statement to be then approved by the Trusted Servants Committee and posted on the Global Steps AA Business Group discussion board and/or the Global Steps AA Trusted Servants Group discussion board which details how the recommendation was reached by the committee (or subcommittee). Such detailed statement shall provide a summary of the discussion, stating the main arguments, pro and con and shall provide Global Steps AA Business Group members with the Trusted Servants Committee vote call (including which specific member(s) voted yes or no) for each recommendation (For example: “John_Doe, BigJohn and Sober_Susie voted against the recommendation all others voted for it”).

11. The Trusted Servants Committee will approve of the minutes prepared by Trusted Servants Secretary or Alternate Secretary at each meeting of the committee and the approved minutes will then be posted on the Global Steps AA Business Group or Global Steps AA Trusted Servants Group discussion board.

12. In the event that there is the Trusted Servants Committee Secretary or Alternate Secretary is unavailable to prepare minutes during a committee meeting the committee may either choose to have a meeting without minutes or may have another member of Global Steps AA Business Group prepare minutes for such meeting.

13. Trusted Servants Committee meetings shall be held privately with only elected members and the Trusted Servants Committee Secretary and/or Alternate Secretary in attendance. However, if a majority of committee members chooses to have guest(s) in attendance at any meeting(s) than the committee shall invite said guest(s) to attend. Such guest(s) shall be allowed to participate on a limited basis in committee discussions but shall not be allowed to vote.


SECTION 1b. TRUSTED SERVANTS COMMITTEE SECRETARY AND ALTERNATE SECRETARY GUIDELINES

Number of Trusted Servants Committee Secretaries: 1 Secretary and 1 Alternate Secretary.

Term of office: 1 year

Suggested sobriety: 1 or more years

Suggested previous service experience: Service at the group level, face to face or online group. Example: Chairperson, Treasurer, Secretary, Literature Person, Greeter, Coffee Maker.

Other suggested qualifications: At least 4 months as a Global Steps AA Business Group member. Familiar with our AA literature pertaining to groups and service, including: "Twelve Steps and Twelve Traditions" (the Traditions parts), "The AA Service Manual," "Twelve Concepts for World Service" (at least the illustrated version); "AA Guidelines" (the entire set), and the pamphlet "The AA Group."

Duties and Responsibilities: Like the chairpersons, secretaries need to be good all-around group servants. Maintain minutes of Trusted Servants Committee meetings. The Secretary cannot vote, introduce motions or participate in Trusted Servants Committee discussions except as required to perform required duties and responsibilities. The Trusted Servants Committee Secretary and Alternate Secretary are welcome to discuss issues with elected members of the committee outside of regular meetings.

The Secretary need not record everything that is said; the minutes are not a transcript.

But they should include:

1. Reports, if any were made during the meeting.

2. The exact wording of any motions introduced, and their fate (passed, defeated, referred to a subcommittee, or tabled).

3. If motions were referred to a subcommittee, make sure the group specifies the duties of the subcommittee and when their report should be delivered to the full Trusted Servants Committee meeting.

If at any time the Secretary is unclear about something, he/she should ask for clarification from the Trusted Servants Committee immediately.

The Trusted Servants Committee Secretary is required to attend all Trusted Servants Committee meetings. In the event of an emergency the Trusted Servants Committee Secretary is to notify the Alternate Secretary ASAP so he/she can step in.

Alternate Trusted Servants Committee Secretary fills in for Trusted Servants Committee Secretary when Secretary is not available. Same requirements and responsibilities as stated above.


SECTION 2. OTHER COMMITTEES

The corporation shall have such other committees as may from time to time be designated by resolution of the trusted servants. These additional committees shall act in a planning capacity only to the membership and shall be clearly titled as "planning" committees.  There will be not less than seven (7) nor more than ten (10) of said “planning” committees.  


SECTION 3. MEETINGS AND ACTION OF COMMITTEES

Meetings and action of committees shall be governed by, noticed, held, and taken in accordance with the provisions of these bylaws concerning meetings of the membership, with such changes in the context of such bylaw provisions as are necessary to substitute the committee and its members for the board of directors and its members.


ARTICLE 10.


EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS

SECTION 1. EXECUTION OF INSTRUMENTS

The board of directors, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.


SECTION 2. CHECKS AND NOTES

Except as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the treasurer or co-treasurer of the corporation.


SECTION 3. DEPOSITS

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select.


ARTICLE 11.


CORPORATE RECORDS, REPORTS, AND SEAL

SECTION 1. MAINTENANCE OF CORPORATE RECORDS

The corporation shall keep at its principal office in the State of California:

(a) Minutes of all meetings of directors, committees of the board, and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;

(b)  Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses;

(c)  A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;

(d)  A copy of the corporation's articles of incorporation and bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.

SECTION 2. CORPORATE SEAL

The board of directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument. A corporate seal is not required for California Non-Profit Corporations and will not be used by Global Step Group Inc.


ARTICLE 12.


FISCAL YEAR

SECTION 1. FISCAL YEAR OF THE CORPORATION

The fiscal year of the corporation shall begin on the 1st of January and end on the 31st of December in each year.


ARTICLE 13.


CONFLICT OF INTEREST AND COMPENSATION APPROVAL POLICIES

SECTION 1. PURPOSE OF CONFLICT OF INTEREST POLICY

The purpose of this conflict of interest policy is to protect this tax-exempt corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or any "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations and which might result in a possible "excess benefit transaction" as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.


SECTION 2. DEFINITIONS

(a)  Interested Person.

Any director, principal officer, member of a committee with governing board delegated powers, or any other person who is a "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations, who has a direct or indirect financial interest, as defined below, is an interested person.

(b)  Financial Interest.

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

(1) an ownership or investment interest in any entity with which the corporation has a transaction or arrangement,

(2) a compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement, or

(3) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Section 3, paragraph b, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.


SECTION 3. CONFLICT OF INTEREST AVOIDANCE PROCEDURES

(a)  Duty to Disclose.

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

(b)  Determining Whether a Conflict of Interest Exists.

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

(c)  Procedures for Addressing the Conflict of Interest.

An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

After exercising due diligence, the governing board or committee shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

(d)  Violations of the Conflicts of Interest Policy.

If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.


SECTION 4. RECORDS OF BOARD AND BOARD COMMITTEE PROCEEDINGS

The minutes of meetings of the governing board and all committees with board delegated powers shall contain:

(a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

(b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.


SECTION 5. COMPENSATION APPROVAL POLICIES

A voting member of the governing board who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member’s compensation.

A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member’s compensation.

No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

When approving compensation for directors, officers and employees, contractors, and any other compensation contract or arrangement, in addition to complying with the conflict of interest requirements and policies contained in the preceding and following sections of this article as well as the preceding paragraphs of this section of this article, the board or a duly constituted compensation committee of the board shall also comply with the following additional requirements and procedures:

(a) the terms of compensation shall be approved by the board or compensation committee prior to the first payment of compensation.

(b) all members of the board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in IRS Regulation Section 53.4958-6(c)(iii), which generally requires that each board member or committee member approving a compensation arrangement between this organization and a "disqualified person" (as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations):

1.  is not the person who is the subject of compensation arrangement, or a family member of such person;

2.  is not in an employment relationship subject to the direction or control of the person who is the subject of compensation arrangement

3.  does not receive compensation or other payments subject to approval by the person who is the subject of compensation arrangement

4.  has no material financial interest affected by the compensation arrangement; and

5.  does not approve a transaction providing economic benefits to the person who is the

subject of the compensation arrangement, who in turn has approved or will approve a transaction providing benefits to the board or committee member.

(c) the board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following:

1.  compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions. "Similarly situated" organizations are those of a similar size and purpose and with similar resources

2.  the availability of similar services in the geographic area of this organization

3.  current compensation surveys compiled by independent firms

4.  actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement.

As allowed by IRS Regulation 4958-6, if this organization has average annual gross receipts (including contributions) for its three prior tax years of less than $1 million, the board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services.

(d) the terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the board or compensation committee that approved the compensation. Such documentation shall include:

1.  the terms of the compensation arrangement and the date it was approved

2.  the members of the board or compensation committee who were present during debate on the transaction, those who voted on it, and the votes cast by each board or committee member

3.  the comparability data obtained and relied upon and how the data was obtained.

4.  If the board or compensation committee determines that reasonable compensation for a specific position in this organization or for providing services under any other compensation arrangement with this organization is higher or lower than the range of comparability data obtained, the board or committee shall record in the minutes of the meeting the basis for its determination.

5.  If the board or committee makes adjustments to comparability data due to geographic area or other specific conditions, these adjustments and the reasons for them shall be recorded in the minutes of the board or committee meeting.

6.  Any actions taken with respect to determining if a board or committee member had a conflict of interest with respect to the compensation arrangement, and if so, actions taken to make sure the member with the conflict of interest did not affect or participate in the approval of the transaction (for example, a notation in the records that after a finding of conflict of interest by a member, the member with the conflict of interest was asked to, and did, leave the meeting prior to a discussion of the compensation arrangement and a taking of the votes to approve the arrangement).

7.  The minutes of board or committee meetings at which compensation arrangements are approved must be prepared before the later of the date of the next board or committee meeting or 60 days after the final actions of the board or committee are taken with respect to the approval of the compensation arrangements. The minutes must be reviewed and approved by the board and committee as reasonable, accurate, and complete within a reasonable period thereafter, normally prior to or at the next board or committee meeting following final action on the arrangement by the board or committee.


SECTION 6. ANNUAL STATEMENTS

Each director, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

(a) has received a copy of the conflicts of interest policy, (b) has read and understands the policy,

(c) has agreed to comply with the policy, and

(d) understands the corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.


SECTION 7. PERIODIC REVIEWS

To ensure the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

(a) Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s-length bargaining.

(b) Whether partnerships, joint ventures, and arrangements with management organizations conform to the corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.


SECTION 8. USE OF OUTSIDE EXPERTS

When conducting the periodic reviews as provided for in Section 7, the corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.


ARTICLE 14.


AMENDMENT OF BYLAWS

SECTION 1. AMENDMENT

Subject to any provision of law applicable to the amendment of bylaws of public benefit nonprofit corporations, these bylaws, or any of them, may be altered, amended, or repealed and new bylaws adopted as follows:

(a)  Subject to the power of members, if any, to change or repeal these bylaws under Section 5150 of the Corporations Code, by approval of the board of directors unless the bylaw amendment would materially and adversely affect the rights of members, if any, as to voting or transfer, provided, however, if this corporation has admitted any members, then a bylaw specifying or changing the fixed number of directors of the corporation, the maximum or minimum number of directors, or changing from a fixed to variable board or vice versa, may not be adopted, amended, or repealed except as provided in subparagraph (b) of this Section; or

(b)  By approval of the members, if any, of this corporation.


ARTICLE 15.


AMENDMENT OF ARTICLES

SECTION 1. AMENDMENT OF ARTICLES BEFORE ADMISSION OF MEMBERS

Before any members have been admitted to the corporation, any amendment of the articles of incorporation may be adopted by approval of the board of directors.


SECTION 2. AMENDMENT OF ARTICLES AFTER ADMISSION OF MEMBERS

After members, if any, have been admitted to the corporation, amendment of the articles of incorporation may be adopted by the approval of the board of directors and by the approval of the members of this corporation.


SECTION 3. CERTAIN AMENDMENTS

Notwithstanding the above sections of this Article, this corporation shall not amend its articles of incorporation to alter any statement which appears in the original articles of incorporation of the names and addresses of the first directors of this corporation, nor the name and address of its initial agent, except to correct an error in such statement or to delete such statement after the corporation has filed a "Statement by a Domestic Nonprofit Corporation" pursuant to Section 6210 of the California Nonprofit Corporation Law.


ARTICLE 16.


PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS

SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS

No member, director, officer, employee, or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these bylaws and is fixed by resolution of the board of directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation. All members, if any, of the corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, shall be distributed as required by the articles of incorporation of this corporation and not otherwise.

WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS

We, the undersigned, are all of the persons acting as the initial directors of Sober in the Sun Inc., a California nonprofit corporation, and, pursuant to the authority granted to the directors by these bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing bylaws, consisting of 25 pages, as the bylaws of this corporation.

Addendum to Bylaws- 6/10/2017

Insert under Article 7  General Procedures Section 17 “Grievance Procedure”. This addendum to include necessary changes to the GS Group Officers responsibilities and Under Disqualification of Group Chairpeople. This addendum overrides the current printing of this doucument and all actions taken from it will be read as if having been insereted in the respective areas.

When a complaint is made against any Global Steps Group (“GS”) Trusted Servant or Video Meeting Chairperson the following steps will be taken.


Step One:

A. If a complaint is made to either the GS Group Chairperson or the GS Group Secretary against a GS Group elected officer or GS Group Trusted Servant (other than a GS Group Video Chairperson), the GS Group Chairperson will use their best reasonable efforts to settle the complaint.

B. If a complaint is made to either the GS Group Chairperson or the GS Group Secretary or one of the GS Group Video Coordinators against a GS Group Video Chairperson, the GS Group Video Coordinators--along with the GS Group Chairperson--will use their best reasonable efforts to settle the complaint.

C. If a complaint is against the GS Group Chairperson then the GS Group Secretary will use their best effort to settle the complaint.

D. If the complaint cannot be resolved to the satisfaction of all involved parties then we will move to step two.


Step Two:

A. The GS Group Chairperson will gather a group of up to seven GS Group Officers to address the complaint. If the complaint is against the GS Group Chairperson then the GS Group Secretary will gather the group. The GS Group Officers must be a minimum of four and a maximum of seven, depending on how many volunteer. GS Group Officers will be defined as all current elected Trusted Servants of GS Group including all current elected members of the Trusted Servants Committee and its Secretaries (not including Video Chairpersons whose sole function is to lead our A.A. meetings). The GS Group Officers will resolve the issue together with the person in question to everyone’s satisfaction with the sole objective of having the most kind and loving outcome for the person complained against, the GS A.A. Group and A.A. as a whole.

B. If the GS Group officers cannot settle the complaint to the satisfaction of all involved then we will move to Step Three.

Step Three:

A. The GS Group Officers will meet together in an undisclosed meeting room and have the person in question be present to discuss the complaint.

B. The GS Group Chairperson will chair the meeting. If the GS Group Chairperson is the person in question then the GS Group Secretary will chair the meeting. The person chairing the meeting can share on an unlimited basis. Everyone else present will have the opportunity to speak a single time for a maximum of three minutes. The person chairing the meeting can authorize anyone to clarify a point if he/she feels it is necessary and appropriate. Such additional shares will not be counted against the total three minutes allotted to each person.

C. The Meeting Chairperson will propose a reasonable solution to the problem/complaint. The Meeting Chairperson, GS Group Officers and person in question shall each have one vote, YES, NO or ABSTAIN.

D. Votes will be cast by Private Message. Majority rules. The Meeting Chairperson will select a vote counter for this special meeting vote if the regular elected GS Group Vote Counter is unavailable or is the person in question.

E. The decision of the Officers as to what action shall be taken, will be final and not appealable