Tentative Agenda

World Service Business Conference 2025 Theme: To Carry the Message is Our Primary Purpose May 4–10, 2025 All times are in Mountain Daylight Time Saturday, February 1, 2025 11:00 a.m. –1:00 p.m. Meet the Maker Virtual Meeting for Service Bodies (meeting will be recorded and posted to secure Conference web page) April 2025 — Date to be determined … Continued

Trustee Nominee Application Instructions

64th Annual World Service Business Conference May 4–10, 2025 Elections for six trustee positions will be held at the World Service Business Conference (WSBC) in 2025. A trustee application is available on the OA website for use by any qualified OA member wishing to apply for the position of trustee. All applications must be submitted … Continued

Deadline Dates

World Service Business Conference May 4–10, 2025 July 2024 Delegate Support Fund letter and application posted on OA website. August 2024 2024 Final Conference Report available on OA website for delegates and service bodies. September 9, 2024 – Monday Conference e-Documents #1 available on OA website for delegates and service bodies, including Conference notification, Trustee … Continued

The name of this Corporation is Overeaters Anonymous, Inc. (the “Corporation”). The principal office for the transaction of the business of the Corporation shall be located at such place or places within the County of Sandoval, State of New Mexico, as the Board of Trustees shall from time to time determine. Such principal place of business shall also constitute the location of the World Service Office of Overeaters Anonymous. The Corporation may have such other offices, either within or without the State of New Mexico, as the business of the Corporation may require from time to time.

Section 1 – Mission Statement

Our mission is to carry the message of recovery through the Twelve Steps to the compulsive eater who still suffers.

Section 2 – Organization and Purpose

The Corporation is organized and incorporated under the laws of the State of New Mexico to operate as an exempt organization within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or similar provision of any future revenue law) (the “Code”) without profit to any officer or director. The purpose of Overeaters Anonymous is to carry the message of recovery through the Twelve Steps to the compulsive eater who still suffers. The general purpose and power is to promote the public health, and to work with and furnish charitable and cultural assistance to those with problems of obesity; and to conduct such other activities as are appropriate to these objectives. Subject to the foregoing, the Corporation may also engage in all other activities which are permissible by law. The Corporation is the guardian of the world services and the Twelve Steps and Twelve Traditions of Overeaters Anonymous and shall preserve the exclusive right to use the name Overeaters Anonymous. The Corporation shall maintain a World Service Office to serve Overeaters Anonymous.

The Corporation shall have no members as such. Any action which would otherwise require approval by the members shall require only the approval of the Board of Trustees and all rights which would otherwise vest in the members shall vest in the trustees, except as otherwise expressly provided herein.

No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, the Corporation’s directors, members, officers, or other private personas, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions necessary to carry out the purposes set forth in Article Two. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation. The Corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from Federal taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended; or (b) by a corporation to which contributions are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as amended.

Content 1

Section 1 – Powers

Subject to the limitations of the Articles of Incorporation, these bylaws, and the laws of the State of New Mexico, all corporate powers shall be exercised by or under the authority of the Board of Directors, which shall be known as the Board of Trustees and shall control the business and affairs of this Corporation. The term “trustees” as used in the Articles of Incorporation and these bylaws shall mean “directors” as that term is used in the New Mexico Nonprofit Corporation Act and other laws. The use of the term “trustees” is historic only and is not intended to vary the duties of the trustees of this Corporation from that imposed on directors, or to establish a trust relationship.

Section 2 – Number of Trustees and Qualifications

The authorized number of trustees of the Corporation shall be seventeen until changed by amendment to the Articles of Incorporation or by the amendment of this Section 2, Article V, Subpart A adopted by the delegates, as provided in Article VII, Subpart B of these bylaws. The exact number of trustees shall be fixed from time to time by resolution of the board, subject to the right of delegates as provided by Subpart B. No paid employee at the local or national level may be a member of the Board of Trustees.

Section 3 – Composition

The board shall consist of all trustees elected in accordance with the procedures set forth in Subpart B of these bylaws.

Section 4 – Election and Terms of Office

Trustees shall be elected by the delegates at the annual World Service Business Conference of Overeaters Anonymous in accordance with Subpart B of these bylaws and shall hold office until the conclusion of the next such meeting at which their successors are elected and qualified.

Section 5 – Compensation

Trustees shall serve without compensation. Notwithstanding the foregoing, the Corporation may reimburse the trustees for reasonable out-of-pocket expenses for travel, lodgings, meals, and miscellaneous expenses in connection with attendance at board meetings and other official business.

Section 6 – Meetings

  1. Immediately following each annual World Service Business Conference meeting held pursuant to Article VIII of Subpart B of these bylaws, the board shall hold a regular meeting to elect officers and transact other business. The Board of Trustees shall meet at least quarterly, at such place and time as it may designate from time to time by resolution of the board. In the absence of a resolution, regular meetings shall be held at the principal office of the Corporation. Special meetings may be called by the chair of the board or any three trustees, and such meetings shall be held at the time, place, and hour designated by the person or persons calling this meeting.
  2. Notice of the time and place of meetings shall be delivered to each trustee personally by email, at least two months prior to any face-to-face meeting and one month prior to any virtual/hybrid meetings (with specific meeting time frames). The agenda packet will be sent at least two weeks ahead of the formal Board of Trustees meeting.
  3. More than half of the trustees shall constitute a quorum for the transaction of business.
  4. In the absence of a quorum, the board shall transact no business, except as otherwise expressly provided in these bylaws, in the Articles of Incorporation, or by law, and the only motion the board shall entertain is a motion to adjourn.
  5. Meetings of trustees shall be governed by the latest edition of Robert’s Rules of Order, Newly Revised or such successor publication as may from time to time be published, insofar as such rules are not inconsistent with or in conflict with these bylaws, with the Articles of Incorporation, with law, or with special resolutions the board may adopt.

Section 7 – Resignation and Removal of Trustees

  1. Any trustee may resign effective upon giving written notice to the chair of the board, the secretary to the board, or the Board of Trustees of the Corporation. Unless the notice specifies otherwise, its acceptance by the Corporation shall not be necessary to make it effective.
  2. Any trustee who advises the Board of Trustees that they have returned to compulsive eating will be deemed to have resigned as of the time of receipt of such notice by the Board of Trustees.
  3. The Board of Trustees may declare vacant the office of a trustee 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 53-8-25.1 or any other relevant provision of the New Mexico Nonprofit Corporation Act. Any trustee may be removed by a three-fourths vote of the Conference delegates present and voting at the annual World Service Business Conference. A vacancy shall be presumed and the office shall be declared vacant by a three-fourths vote of all trustees under the following circumstances:
    1. Any trustee who is absent from two Board of Trustees meetings during their term of office without prior notice to the chair of the board or the secretary of the board and good cause as determined by the Board of Trustees.
    2. Any trustee who is absent from two Board of Trustees meetings in a twelve-month period.
    3. Any trustee assigned to the Executive Committee who is absent from three Executive Committee meetings in a twelve-month period.
    4. Absences of a trustee serving only a one-year term could be excused only by impassable weather, serious illness of a trustee, death, or serious illness of a trustee’s immediate family member, war or national strike.
  4. Any member of the Board of Trustees may present a motion that an absence from a meeting of the Board of Trustees, and/or a meeting of the Executive Committee, be approved for good cause.
    1. The motion may be presented at a Board of Trustees meeting prior to or the meeting subsequent to the meeting from which the trustee wishes to be excused.
    2. The motion to excuse an absence shall be treated as any other business motion, and requires a three-fourths vote of the Board of Trustees. The vote to excuse the absence will be taken by written ballot.
  5. To be considered in attendance at a meeting, a trustee must attend 75 percent of the business meeting’s schedule on the agenda for that meeting. This stipulation may be waived due to an emergency or other good cause that occurs during the business meeting if approved by a three-fourths vote of the trustees present. One leave of absence for up to sixty days from all Board of Trustees activities and responsibilities may be claimed by a member of the Board of Trustees during each elected term of office for any reason. The provisions in Section 7c) above do not apply to any absences of any trustee while on a leave of absence.
  6. When a trustee requests a leave of absence they will be informed that the protocol is to take them off all corresponsdence lists, including Boardmail and they will be given a choice of whether to be taken off or not.
  7. The Board of Trustees may remove any trustee for cause by an affirmative three-fourths vote of the trustees. The failure to perform the duties and responsibilities of a trustee, as enumerated in the OA Bylaws, Subpart B, Article VII, Section 2 may constitute cause for removal.
  8. No reduction in the authorized number of trustees will have the effect of removing any trustee before their term of office expires.

Section 8 – Vacancies

Vacancies on the Board of Trustees may be filled by a majority vote of the trustees then in office in accordance with Article VII, Section 7 of Subpart B of these bylaws, whether or not less than a quorum, or by a sole remaining trustee, and each trustee elected in this manner shall hold office until the conclusion of the next annual Conference or until their earlier resignation or removal or their office has been declared vacant in the manner provided by these bylaws. A vacancy or vacancies on the Board of Trustees shall exist on the death, resignation, or removal of any trustee, or if the board declares vacant the office of a trustee if they are declared of unsound mind by an order of court or are convicted of a felony, or if the authorized number of trustees is increased, or if the delegates fail to elect the full authorized number of trustees to be voted for at any delegates meeting at which an election of trustees is held. If the resignation of a trustee states that it is to be effective at a future time, a successor may be elected to take office when the resignation becomes effective.

Section 9 – Waiver of Notice or Consent

The transactions of any meeting of the Board of Trustees however called and noticed or wherever held, shall be as valid as though it had at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the trustees not present or who, though present, has prior to the meeting or at its commencement, protested the lack of proper notice, signs a written waiver of notice, or a consent to holding the meeting, or an approval of the minutes of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. A notice or waiver of notice need not specify the purpose of any regular or special meeting of the Board of Trustees.

Notice of a meeting need not be given to any trustee who signs a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior to or at its commencement, the lack of notice of such trustee.

Section 10 – Adjournment

A majority of the trustees present, whether or not a quorum is present may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four hours, notice of the adjournment to another time or place shall be given prior to the time of the adjourned meeting to the trustees who were not present at the time of the adjournment.

Section 11 – Meetings by Virtual Conference

Members of the Board of Trustees may participate in a meeting through use of electronic means so long as all members participating in such meeting can hear one another. Participation by trustees in a meeting in the manner provided in this Section constitutes presence in person at such meeting.

Section 12 – Action without a Meeting

  1. Any actions required or permitted to be taken by the Board of Trustees may be taken without a meeting.
  2. A two-thirds vote of the board shall be required for approval. Any vote taken will occur over a minimum period of twenty-four hours.
  3. Such actions shall be ratified by the board at the next scheduled meeting.

Section 13 – Chair of the Board

The Board of Trustees shall elect a chair of the board to preside over meetings of the board, and shall elect a first and second vice chair to serve in the chair’s absence.

Section 14 – Executive Committee

There shall be an Executive Committee of the board, whose members shall consist of the officers and up to five additional trustees; preference will be given to trustees who are not region liaisons. The Board of Trustees will elect from their members those trustees who will serve on the Executive Committee. The Executive Committee shall meet at least monthly at such time and place as they designate by resolution from time to time. The chair of the board shall preside at all such meetings. In the event the chair of the board should be unable to attend any meeting of the Executive Committee, the next highest-ranking officer in attendance shall serve as chair for that meeting.

The ranking of the officers shall be as follows:

  1. First vice chair
  2. Second vice chair
  3. Treasurer

The secretary shall not be included in the progression since the managing director holds that office.

Notice of the regular monthly meetings of the Executive Committee need not be given if the time and place of such meetings have been set forth in the resolution of the committee. Otherwise, and in the case of special meetings, notice shall be given in the manner prescribed for meetings of the board in Article V, Section 6, Subpart A of these bylaws. All proceedings of the Executive Committee shall be conducted as prescribed in these bylaws for the Board of Trustees. The Executive Committee, to the extent provided in the resolution of the board or in these bylaws, shall have all the authority of the board, except with respect to:

  • The approval of any action for which law or these bylaws also require approval of the Board of Trustees or delegates or approval of the majority of the Board of Trustees or delegates.
  • The filling of vacancies on the board or in any committee which has the authority of the board.
  • The fixing of compensation of the trustees for serving on the board or on any committee.
  • The amendment or repeal of bylaws or adoption of new bylaws.
  • The amendment or repeal of any resolution of the board, which by its express terms is not so amendable or eligible for repeal.
  • The appointment of committees of the board or members thereof.
  • The expenditure of corporate funds to support a nominee for trustee when there are more people nominated for trustee than can be elected.
  • The approval of any self-dealing transaction.

Section 15 – Other Committees

The board may, by resolution adopted by a majority of the trustees then in office, provided that a quorum is present, create one or more committees, each of which shall be chaired by a trustee or designated officer of the Corporation, to serve at the pleasure of the board. The chair of the board shall appoint chairs of such committees. The chair shall serve as ex-officio member, without vote, on all committees. Such committees shall not exercise the authority of the board. Any committee exercising authority of the board must conform to the New Mexico Nonprofit Corporation Act.

Section 16 – Managing Director

There shall be a managing director who shall act as the chief operations officer of the Corporation. The managing director shall be responsible for providing advice and assistance to members of the Board of Trustees, and shall be responsible for administering the total operations of Overeaters Anonymous, Inc. and the World Service Office. The managing director shall also serve as an officer of the Corporation as its secretary.

Section 1 – General

The Corporation shall have a chair of the board, first and second vice chair of the board, a secretary, and a treasurer and such other officers as the board may elect.

Section 2 – Qualification, Election and Vacancies

  1. Election Process
    1. The board of trustees elect the chair, the first and second vice chairs of the board, and the treasurer of the Corporation from the current trustees at the first board meeting following the annual Conference.
    2. Each nominated trustee may speak for up to five minutes on what they hope to bring to the position.
    3. If there are more than two candidates and no one receives a majority vote on any ballot, the candidate receiving the fewest votes will be withdrawn from the ballot until two candidates remain.
    4. If a tie vote occurs on two ballots (when only two candidates remain), election shall then be decided by lot.
  2. No trustee shall serve in any one office for more than two consecutive one-year terms.
  3. Vacancies may be filled by the board.
  4. The board may elect such other officers, with such qualifications and duties as it may deem fit, to serve at the pleasure of the board.

Section 3 – Duties of Chair of the Board

The chair of the board shall be the chief executive officer of the Corporation and shall, subject to the control of the board, supervise, and control the affairs of the Corporation. The chair shall perform all duties incident to their office and such other duties as are provided in these bylaws or as may be prescribed from time to time by the Board of Trustees. The chair shall serve as ex- officio member, without vote, on all committees.

The chair of the Board of Trustees shall appoint all members of such committees. The chair of the Board of Trustees may appoint former trustees to serve on such committees.

Section 4 – Duties of Vice Chair of the Board

The first vice chair of the board shall perform all duties and exercise all powers of the chair of the board when the chair of the board is absent, or is otherwise unable to act and when the first vice chair is absent or otherwise unable to act, the second vice chair shall perform such duties and exercise such powers. The first and second vice chairs of the board shall perform such other duties as may be prescribed from time to time by the Board of Trustees.

Section 5 – Duties of Secretary

The secretary shall keep minutes of all meetings of the Board of Trustees, Executive Committee, and World Service Business Conference delegates; shall be the custodian of the corporate records; shall give all notices as are required by law or by these bylaws; and generally shall perform all duties incident to the office of secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these bylaws, or which may be assigned from time to time by the Board of Trustees or Executive Committee

Section 6 – Duties of Treasurer

The treasurer shall have charge and oversight of all funds of the Corporation; shall oversee the World Service Office staff to deposit such funds as required by the Board of Trustees or the Executive Committee, keep and maintain adequate and correct amounts of the Corporation’s properties and business transactions, and render reports and accounting to the trustees as required by the Board of Trustees or the Executive Committee; and shall in general perform all duties incident to the office of treasurer and such other duties as may be required by law, by the Articles of Incorporation, or by these bylaws, or which may be assigned from time to time by the Board of Trustees or the Executive Committee.

Section 7 – Compensation

Officers who are trustees of the Corporation shall serve without compensation.

ContenTo the maximum extent permitted by the New Mexico Nonprofit Corporation Act, the Corporation shall, as to its past and present trustees, and may, in other cases, indemnify each of its agents against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of the Corporation, and shall advance to each such agent expenses incurred in defending any such proceeding to the maximum extent permitted by that law. For purposes of this Article, an “agent” of the Corporation includes any person who is or was a trustee, officer, employee, or other agent of the Corporation, or is or was serving at the request of the Corporation as trustee, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise serving at the request of such predecessor corporation. Notwithstanding anything to the contrary in this Article VII, the Corporation shall not be required to indemnify any past or present trustee to the extent that the matter to be indemnified against is covered by insurance purchased by the Corporation.

In the event that the Corporation makes any payment or assumes any obligations under this Article VII, it shall to the extent of such payment or obligation be subrogated to all rights of the indemnified agent, including under policies of insurance and in any cause of action and judgment in favor of such agent arising out of or related to the indemnified matter.t 1

The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, partner, trustee, employee, or agent of the Corporation or another corporation, partnership, joint venture, trust, or other incorporated or unincorporated enterprise against any such expense, liability, or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the New Mexico Nonprofit Corporation Act.

Section 1 – Fiscal Year

The fiscal year of the Corporation shall be January 1 to December 31.

Section 2 – Corporate Seal

The Corporation may have a seal, which shall set forth, the name of the Corporation, the state, and date of incorporation. The seal may be affixed to any corporate instrument, but failure to affix it shall not affect the validity of any such instrument.

Section 3 – Execution of Checks, Notes, Contracts

  1. Contracts. The Executive Committee may authorize any officer or officers, agent or agents, 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.
  2. Loans. No loans up to $150,000 shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Executive Committee. Loans above this amount require authorization of the full Board of Trustees. Such authority may be general or confined to specific instances.
  3. Checks, Drafts and Other Financial Instruments. Except as otherwise provided by law, checks, drafts, promissory notes, orders for the payment of money, and other evidences of indebtedness of the Corporation shall be signed by:
    1. The treasurer or other designated officer and countersigned by the chair of the board or by other specified officer.
    2. Except that payment for any or all operating obligations may be signed by a designated employee of the World Service Office up to the amount of their respective bond.

Section 4 – Annual Report

  1. The board shall cause an annual report to be sent to the trustees not later than one hundred twenty days after close of the Corporation’s fiscal year. Such report shall contain in appropriate detail the following:
    1. The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year.
    2. The principal changes in assets and liabilities, including trust funds, during the fiscal year.
    3. The revenue or receipts of the Corporation both unrestricted and restricted to particular purposes, for the fiscal year.
    4. The expenses or disbursements of the Corporation, for both general and restricted purposes, during the fiscal year.
    5. A statement of any transaction or indemnification in which the Corporation, a parent or subsidiary was party, and in which either of the following had a direct or indirect material financial interest:
      1. A trustee or officer of the Corporation, or its parent or subsidiary.
      2. Any holder of more than 10 percent of the voting power of the Corporation, its parent or subsidiary.

For the purpose of this subparagraph (5), an “interested” person is any person described in subparagraph (i) or (ii) above of this subparagraph (5).

For the purpose of this subparagraph (5), a mere common directorship is not a material financial interest.

The statement required by this subparagraph (5) shall describe briefly:

  1. Any covered transaction during the previous fiscal year involving more than forty thousand dollars, or which was one of a number of covered transactions in which the same interested person had a direct or indirect material financial interest, and which transactions in the aggregate involved more than forty thousand dollars.
  2. The names of the interested persons involved in such transactions, stating such person’s relationship to the Corporation, the nature of such person’s interest in the transaction and, where practicable, the amount of such interest; provided, that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.

The statement required by this subparagraph (5) shall describe briefly the amount and circumstances of any indemnifications or advances aggregating more than ten thousand dollars paid during the fiscal year to any officer or trustee of the Corporation.

The report required by this Section 4 shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation.

Section 5 – Inspection

Every trustee shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the Corporation.

Section 6 – Choice of Law

These bylaws shall be interpreted under the laws of the State of New Mexico, and any action brought to enforce its provisions shall be brought in a court in New Mexico.

Upon the dissolution of the Corporation, the Board of Trustees shall, after paying or making provision for the payment of all the liabilities of the Corporation, dispose of all of the assets of the Corporation to an organization or organizations organized and operated exclusively for charitable, education, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code, as the Board of Trustees shall determine. Any of such assets not so disposed of shall be disposed of by the District Court of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Section 1 – Board of Trustees

Content Except as expressly stated in Subpart A, and provided there is no conflict in Subpart B, the bylaws of Subpart A may be amended by the Board of Trustees as follows:

  1. Seven-eighths vote of the board provided the amendment has been given in writing to the chair of the board at least one hour prior to the vote.1
  2. Two-thirds vote of the board provided the amendment has been given in writing to the board administrator twenty-five days prior to the next board meeting.

Section 2 – Record of Amendments

Whenever an amendment or new bylaw is adopted, it shall be copied and inserted into the minute book adjacent to the original bylaws or in an appropriate section of the bylaws.

If any bylaw is repealed, the fact of repeal and the date of the meeting at which the repeal was enacted or written consent was filed, must be noted in the minutes and adjacent to the original bylaw.

Revised November 2023

The Twelve Steps suggested for recovery in the Fellowship of Overeaters Anonymous are as follows:

  1. We admitted we were powerless over food—that our lives had become unmanageable.
  2. Came to believe that a Power greater than ourselves could restore us to sanity.
  3. Made a decision to turn our will and our lives over to the care of God as we understood Him.
  4. Made a searching and fearless moral inventory of ourselves.
  5. Admitted to God, to ourselves and to another human being the exact nature of our wrongs.
  6. Were entirely ready to have God remove all these defects of character.
  7. Humbly asked Him to remove our shortcomings.
  8. Made a list of all persons we had harmed, and became willing to make amends to them all.
  9. Made direct amends to such people wherever possible, except when to do so would injure them or others.
  10. Continued to take personal inventory and when we were wrong, promptly admitted it.
  11. Sought through prayer and meditation to improve our conscious contact with God as we understood Him, praying only for knowledge of His will for us and the power to carry that out.
  12. Having had a spiritual awakening as the result of these Steps, we tried to carry this message to compulsive overeaters and to practice these principles in all our affairs.

Permission to use the Twelve Steps of Alcoholics Anonymous for adaptation granted by AA World Services, Inc.

The Twelve Traditions of Overeaters Anonymous are:

  1. Our common welfare should come first; personal recovery depends upon OA unity.
  2. 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.
  3. The only requirement for OA membership is a desire to stop eating compulsively.
  4. Each group should be autonomous except in matters affecting other groups or OA as a whole.
  5. Each group has but one primary purpose—to carry its message to the compulsive overeater who still suffers.
  6. An OA group ought never endorse, finance or lend the OA name to any related facility or outside enterprise, lest problems of money, property and prestige divert us from our primary purpose.
  7. Every OA group ought to be fully self-supporting, declining outside contributions.
  8. Overeaters Anonymous should remain forever non-professional, but our service centers may employ special workers.
  9. OA, as such, ought never be organized; but we may create service boards or committees directly responsible to those they serve.
  10. Overeaters Anonymous has no opinion on outside issues; hence, the OA name ought never be drawn into public controversy.
  11. Our public relations policy is based on attraction rather than promotion; we need always maintain personal anonymity at the level of press, radio, films, television and other public media of communication.
  12. Anonymity is the spiritual foundation of all these Traditions, ever reminding us to place principles before personalities.

Permission to use the Twelve Traditions of Alcoholics Anonymous for adaptation granted by AA World Services, Inc.

The Twelve Concepts of OA Service are:

  1. The ultimate responsibility and authority for OA world services reside in the collective conscience of our whole Fellowship.
  2. The OA groups have delegated to World Service Business Conference the active maintenance of our world services; thus, World Service Business Conference is the voice, authority and effective conscience of OA as a whole.
  3. The right of decision, based on trust, makes effective leadership possible.
  4. The right of participation ensures equality of opportunity for all in the decision-making process.
  5. Individuals have the right of appeal and petition in order to ensure that their opinions and personal grievances will be carefully considered.
  6. The World Service Business Conference has entrusted the Board of Trustees with the primary responsibility for the administration of Overeaters Anonymous.
  7. The Board of Trustees has legal rights and responsibilities accorded to them by OA Bylaws, Subpart A; the rights and responsibilities of the World Service Business Conference are accorded to it by Tradition and by OA Bylaws, Subpart B.
  8. The Board of Trustees has delegated to its Executive Committee the responsibility to administer the OA World Service Office.
  9. Able, trusted servants, together with sound and appropriate methods of choosing them, are indispensable for effective functioning at all service levels.
  10. Service responsibility is balanced by carefully defined service authority; therefore, duplication of efforts is avoided.
  11. Trustee administration of the World Service Office should always be assisted by the best standing committees, executives, staffs and consultants.
  12. The spiritual foundation for OA service ensures that:
    1. no OA committee or service body shall ever become the seat of perilous wealth or power;
    2. sufficient operating funds, plus an ample reserve, shall be OA’s prudent financial principle;
    3. no OA member shall ever be placed in a position of unqualified authority;
    4. all important decisions shall be reached by discussion, vote and whenever possible, by substantial unanimity;
    5. no service action shall ever be personally punitive or an incitement to public controversy; and
    6. no OA service committee or service board shall ever perform any acts of government, and each shall always remain democratic in thought and action.

Section 1 – Legal Status

The Corporation may have associated with it persons who are not members of the Corporation within the meaning of Section 53-8-11 of the New Mexico Nonprofit Corporation Act, but who may be referred to as “members of Overeaters Anonymous” or “members” in this Subpart B. The identity, rights, and privileges of such “members” with respect to the Corporation shall be as set forth in these bylaws. Reference in this Subpart B to members shall refer to such persons.

Section 2 – Qualifications

Any person may become a member of Overeaters Anonymous who has a desire to stop eating compulsively.

Section 1 – Definition

These points shall define an Overeaters Anonymous group:

  1. As a group, they meet to practice the Twelve Steps and Twelve Traditions of Overeaters Anonymous, guided by the Twelve Concepts of OA Service.
  2. All who have the desire to stop eating compulsively are welcome in the group.
  3. No member is required to practice any actions in order to remain a member or to have a voice (share at a meeting).
  4. As a group they have no affiliation other than Overeaters Anonymous.
  5. It has affiliated as an Overeaters Anonymous group by registering with the World Service Office.

Section 2 – Composition

  1. A group may be formed, as set forth in Article V, Section 1, by two or more persons meeting together, either
    1. in the same physical location (land-based);
    2. through some form of electronic device (virtual); or
    3. both (hybrid).
  2. Groups compose the service bodies set forth in Article VI hereof.
  3. Affiliation/Participation:
    1. A group may affiliate with only one intergroup or national service board through the registration process.
    2. Unaffiliated groups that are not ready to form a service body or new groups without any intergroup or national service board in their language may affiliate with an intergroup or national service board that supports groups in their language including translation of OA literature.
    3. Any group or service body may participate in the activities (including voting) of another service body with their permission.

Service bodies are formed to support the groups in matters the group cannot accomplish on their own.

There shall be five types of service bodies to provide services beyond the group level. Service bodies provide support and representation of the groups and intergroups from which they are formed and act as guardians of the Twelve Steps, Twelve Traditions, and Twelve Concepts of OA Service.

Service Bodies

  1. Intergroups
  2. National Service Boards
  3. Language Service Boards
  4. Specific Focus Service Boards
  5. Regions

Section 1 – Composition

  1. Intergroups are composed of two or more groups that have formed a service body for the purpose of supporting and representing these groups that are affiliated with it. Each state/province/country may have at least one service body (intergroup or national service board). In a state/province/country having only one group, that group may function as an intergroup.
  2. National service boards are composed of groups and intergroups who share a common purpose; to deal with issues that require a combination of membership and financial resources of intergroups and groups established within a single country.
  3. Language service boards are composed of groups, intergroups, and national service boards to serve the common needs of a language group, regardless of geographic proximity.
  4. Specific focus service boards are composed of two or more groups or intergroups to serve the common needs of groups and intergroups with the same specific focus, regardless of geographic proximity.
  5. There shall be eleven regions: one virtual region and ten geographic regions each composed of intergroups, groups, and service boards that fall within its region. Subject to region and Board of Trustees approval, language service boards that span more than one region may choose to affiliate with any single region or choose not to be affiliated with a region.
    1. Region No. 1 shall be the Pacific Northwest region composed of Alaska, Idaho, Montana, Oregon, Washington, Wyoming, Alberta, British Columbia, Northwest Territories, Saskatchewan, and Yukon.
    2. Region No. 2 shall be the Pacific Southwest Region composed of California, Hawaii, Reno/Tahoe area of Nevada, and Mexico.
    3. Region No. 3 shall be the Southwest Region composed of Arizona, Colorado, Nevada, New Mexico, Oklahoma, Texas, and Utah.
    4. Region No. 4 shall be the West Central Region composed of Illinois (except the Greater Chicago area and Central Illinois Intergroup), Iowa, Kansas, Minnesota, Missouri, Nebraska, North Dakota, South Dakota, Manitoba, Northwestern Ontario, and the territory of Nunavut.
    5. Region No. 5 shall be the Central Region composed of the Greater Chicago area and Central Illinois Intergroup, Indiana, Kentucky, Michigan, Ohio, Wisconsin, and Southwestern Ontario.
    6. Region No. 6 shall be the Northeast Region composed of Connecticut, Maine, Massachusetts, New Hampshire, New York, Rhode Island, Vermont, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Quebec, and Bermuda.
    7. Region No. 7 shall be the Eastern Region composed of Delaware, District of Columbia, Maryland, New Jersey, Pennsylvania, Virginia, and West Virginia.
    8. Region No. 8 shall be the Southeast Region composed of Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi, North Carolina, Puerto Rico, South Carolina, Tennessee, the US Virgin Islands, the Caribbean Islands, Central America, and South America.
    9. Region No. 9 shall be composed of countries and territories in Africa, Europe, the Middle East, and Western Asia, including all of Russia.
    10. Region No. 10 shall be composed of countries and territories in Australia, East Asia, New Zealand, South East Asia, and the Western Pacific Basin.
    11. Virtual Region is nongeographic and is primarily composed of virtual groups and virtual intergroups.

Should states/provinces/territories/countries within a region, or service bodies within a state/province/territory/country wish to transfer to a region that is more convenient, the body notifies its current region, the region it would like to join, and the Board of Trustees of its desire to transfer. The Board of Trustees then submits a motion to WSBC to amend Subpart B, Article VI, Section 1e of the bylaws.

Section 2 – Registration

  1. Each service body shall be duly registered with the World Service Office of Overeaters Anonymous by submitting:
    1. a completed registration form;
    2. bylaws and/or a summary of its purpose and operating procedures, neither of which shall be in conflict with OA, Inc. Bylaws. At a minimum, such bylaws or summary of purpose shall include a statement indicating that its primary purpose is to aid those having problems with compulsive eating through the Twelve Steps and Twelve Traditions of Overeaters Anonymous, guided by the Twelve Concepts of OA Service, and to serve and represent the OA groups from which it is formed; and
    3. complete registration information on:
      1. intergroups – each affiliated group;
      2. national service boards – each affiliated intergroup and group;
      3. language service boards – each participating group, intergroup, and national service board; and
      4. specific focus service boards – each participating group and intergroup.
  2. Each service body shall submit a copy of its bylaws and/or summary of purpose to the World Service Office whenever either is updated or revised.
  3. Each service body shall evaluate its bylaws upon receipt of notification from the World Service Office of amendments to OA, Inc. Bylaws adopted at the World Service Business Conference to ensure that their bylaws do not conflict with OA, Inc. Bylaws. Notices shall be deemed to have been given if sent by electronic transmission to the registered contact for each service body. Any updated bylaws shall be submitted to the World Service Office pursuant to OA, Inc. Bylaws, Subpart B, Article VI, Section 2a) 2 above.

Section 3 – Affiliation and Participation

Purpose of Affiliation: To facilitate the count of the groups and service bodies of the Fellowship and to encourage the flow of support and information to all.

Purpose of Participation: To facilitate the support and the flow of information within groups and service bodies that have a common need.

For the purpose of registration and World Service Business Conference representation:

  1. An intergroup may affiliate with one national service board if it exists, shall be affiliated with one region, and may participate in one or more language service boards. If the intergroup affiliates with a national service board, that intergroup may choose to affiliate with the national service board’s region or choose to remain in the currently assigned region.
  2. A national service board is affiliated with the region where their nation exists and may participate in one or more language service boards.
  3. A language service board may affiliate with one region. When the language service board spans more than one region, it may choose which region to affiliate with. Should a language service board choose to not affiliate with a region, the Board of Trustees chair shall assign a trustee to serve as liaison to that language service board. The service bodies, and groups acting as service bodies, that participate in a language service board retain their original affiliation.
  4. A specific focus service board may affiliate with one region. When the specific focus service board spans more than one region, it may choose which region to affiliate with. Should a specific focus service board choose to not affiliate with a region, the Board of Trustees chair shall assign a trustee to serve as liaison to that specific focus service board. The groups that participate in a specific focus service board retain their original affiliation.

A group may choose to affiliate with an intergroup. The group shall be affiliated with the intergroup’s region.

Should a group choose not to affiliate with an intergroup, but affiliates with a national service board, that group shall be affiliated with that national service board’s region.

Groups that choose not to affiliate with an intergroup or a national service board shall be affiliated with the region where the group exists, either the geographic region or the Virtual Region.

Any group or service body may participate in the activities (including voting) of another intergroup, national service board, language service board, and/or specific focus service board, and region with their permission.

Section 4 – Functioning and World Service Business Conference Representation

  1. Service bodies may conduct their business by any method they choose.
  2. Minimal requirement for registered service bodies to maintain their registration at the World Service Office:
    1. Intergroups shall convene at least once a year, after prior notice has been given to all affiliated member groups, and for election of officers and selection, when necessary, of delegate(s) to the World Service Business Conference of Overeaters Anonymous.
    2. National service boards shall convene at least once a year, after prior notice has been given to all affiliated member groups and intergroups for election of officers and selection, when necessary, of delegate(s) to the World Service Business Conference of Overeaters Anonymous.
    3. Language service boards shall convene at least once a year, after prior notice has been given to all member groups, intergroups, and national service boards for election of officers and selection, when necessary, of one delegate/alternate to the World Service Business Conference of Overeaters Anonymous.
    4. Specific focus service boards shall convene at least once a year, after prior notice has been given to all member groups for election of officers and selection, when necessary, of one delegate/alternate to the World Service Business Conference of Overeaters Anonymous.
    5. Region assemblies whose members shall be called “region representatives” or “RRs” shall convene at least once a year, after prior notice has been given to all service bodies, and unaffiliated registered groups, for the election of officers and/or the selection of nominees for trustee(s) from that region and any sitting trustee from outside of that region who is currently serving as their trustee liaison.
  3. To send delegates to the World Service Business Conference a service body must be formally registered, along with its delegate information, thirty days prior to Conference opening. (See Article VIII, Section 3(c) for qualifications and selection of delegates.)
  4. In order to deregister, a service body submits a written request to the World Service Office, region chair, and trustee liaison; or in the case of a language service board or specific focus service board that is not affiliated with a region, the World Service Office and the trustee liaison.

Section 1 – Composition

The Board of Trustees shall consist of seventeen trustees. Whenever possible, a minimum of two trustees shall come from outside of North America.

Section 2 – Duties and Responsibilities

  1. Each trustee shall serve and represent Overeaters Anonymous as a whole. The members of the board, subject to the laws of the State of New Mexico, are expected to exercise the powers vested in them by law in a manner consonant with the faith that permeates and guides the Fellowship of Overeaters Anonymous, inspired by the Twelve Steps of Overeaters Anonymous, in accordance with the Twelve Traditions and Twelve Concepts of OA Service, and in accordance with the bylaws.
  2. Subject to the limitations of these bylaws, and to the action of the delegates at the Conference, all powers shall be exercised by or under the authority of, and the business affairs of the Corporation shall be controlled by the Board of Trustees. Without prejudice to such general powers but subject to the same limitations, it is hereby expressly declared that the trustees shall have the following powers:
    1. To act as guardians of the Twelve Steps and Twelve Traditions, ensuring that they are not altered in any way, except as specified in Article XII of these bylaws.
    2. To act as guardians of the Twelve Concepts of OA Service and to promote the understanding and implementation of the Twelve Concepts of OA Service at all levels of service.
    3. To conduct, manage, and control the affairs and business of the Corporation and any charitable foundation organized in conjunction with or allied with Overeaters Anonymous as they may deem best, and to make such rules and regulations consistent with law, the Articles of Incorporation, or with these bylaws, or the action of the Conference taken through the delegates at the Conference.
    4. In reference to Article VIII, Section 1, to designate a manner or method for holding meetings of the delegates or any other meeting as required.
    5. To manage in such a manner as they deem best all funds and real or personal property received and acquired by the Corporation, and to distribute, loan, or dispense with the same and the income.
    6. To call to the attention of any group or service body any non-adherence to the Twelve Traditions or the Twelve Concepts of OA Service which the trustee believes the group or service body has made, acting only in an advisory capacity in matters affecting Overeaters Anonymous as a whole.
    7. To speak on behalf of Overeaters Anonymous in all matters affecting Overeaters Anonymous as a whole.
    8. To provide for and supervise publications of Overeaters Anonymous.
    9. To furnish counsel and guidance to the members, groups, and service bodies.
    10. To supervise and guide education and attraction efforts of Overeaters Anonymous.
    11. To provide forums for the interchange of ideas and information among groups and OA service bodies and to be instrumental in carrying the OA message of recovery to compulsive overeaters.
    12. To perform such other duties as may be directed by the delegates at the Conference.
    13. To prepare and present an annual report to the delegates at the Conference.
  3. Specific Duties
    1. The trustees shall attend Board of Trustees meetings and Executive Committee meetings, if applicable, and the annual World Service Business Conference.
    2. The assigned trustee liaisons shall be the representatives of the Board of Trustees in their respective regions and at the region assemblies.
    3. The Executive Committee shall have general authority with respect to the routine conduct of the business affairs of the Corporation, including the following specific duties:
      1. To maintain a World Service Office and to receive and disburse all funds contributed to the World Service Office for the benefit of Overeaters Anonymous as a whole, so that the Fellowship of Overeaters Anonymous need never be organized in any legal or official manner.
      2. To receive, manage, control, use, and disburse in such manner as the board may deem advantageous to Overeaters Anonymous, all gifts and contributions, monies, and properties of every kind received by the Board of Trustees for Overeaters Anonymous.
        The board must decline all outside contributions in accordance with Tradition Seven.
      3. To have the books of the Corporation and any and all affiliated bodies, foundations, and nonprofit corporations audited and to furnish an accounting of all financial transactions at the regular annual meeting of the Conference.
      4. To submit minutes of the Executive Committee meetings to the Board of Trustees.

Section 3 – Term of Office

Trustees shall be elected at the annual World Service Business Conference for a period of three years. Trustees may be elected at any annual Conference in order to fill the remaining term created by a vacancy except as specified in Section 8.

Trustees shall serve no more than eight consecutive years. A candidate may not run for election at World Service Business Conference if serving the full term of the proposed office would result in that candidate serving on the Board of Trustees for more than eight consecutive years.

Section 4 – Qualifications

  1. Qualifications for trustee shall be:
    1. Seven years in the Fellowship;
    2. Five years of service beyond the meeting level, including at least two years of service as a region representative, region committee chair, region board member, region trustee liaison, or having served as a board member of a national service board;
    3. Attendance as a delegate to at least two World Service Business Conferences;
    4. Five years of continuous recovery in Overeaters Anonymous as evidenced by:
      1. five years of current continuous abstinence;
      2. current maintenance of a healthy body weight for at least two years; and
      3. emotional and spiritual growth as a result of incorporating into their lives the Twelve Steps and Twelve Traditions as a new way of living.
  2. Qualifications for trustee must be met at the time the application for trustee is submitted to the World Service Office. Specifically, such trustee nominees must also have:
    1. Worked through all Twelve Steps;
    2. Declared themselves as practicing the Twelve Steps to the best of their ability;
    3. Declared themselves as committed to the Twelve Traditions of Overeaters Anonymous; and
    4. Affirmed these additional qualifications on their trustee application forms.
  3. Upon election, each trustee shall make a commitment of:
    1. Adherence to the Twelve Steps, Twelve Traditions, and Twelve Concepts of OA Service.
    2. Continual recovery including abstinence and maintenance of a healthy body weight throughout the entire term(s) of office. Each person shall be the judge of their recovery including abstinence and maintenance of a healthy body weight.
    3. Compliance with all the terms and provisions of the prevailing Overeaters Anonymous, Inc. Bylaws.

Section 5 – Nomination of Trustees

  1. At least one-hundred twenty days prior to the scheduled opening of the annual Conference of Overeaters Anonymous, all groups within a region shall be notified by the region officers of the forthcoming Conference, with a request to all qualified members of the Fellowship of Overeaters Anonymous from the region to submit nominations to the region.
  2. At least ninety days prior to the annual Conference of Overeaters Anonymous, the region representatives of each region shall choose from the nominees submitted to it no more than three qualified nominees.
  3. Nominees for trustee chosen by each region shall be submitted to the Conference for election.
  4. Copies of resumes must be sent to all Conference delegates at least forty-five days prior to the annual Conference (see exception, Section 8).

Section 6 – Election of Trustees

  1. To be eligible for election, each nominee must appear before the delegates at the World Service Business Conference and address the assembled delegates from three to five minutes and answer questions from the floor. No new nominations will be accepted from the floor. No candidate may run for more than one position.
  2. To be elected, each trustee nominee must receive a majority vote of the delegates present and voting at the time of the election.
  3. If more than one ballot is necessary for any position, any candidate having less than one-fifth of the total vote will be withdrawn automatically on subsequent ballots, except that the top two candidates must remain. If no candidate has less than one-fifth of the votes, the candidate with the lowest number of votes shall be dropped from the ballot.
  4. Once there are only two candidates remaining for any trustee position and neither candidate receives a majority after two additional ballots are taken, a vacancy is declared. The Board of Trustees will fill this vacancy at the second regular board meeting after Conference.
  5. The newly elected trustees shall take office immediately at the conclusion of the Conference.

Section 7 – Assignment of Trustee Liaison

  1. After election or appointment of a new trustee, the Board of Trustees will give first consideration for liaison assignment to the region that affirmed the new trustee.
  2. Should the region affirm multiple candidates, the Board of Trustees will select the liaison from those the region affirmed.

Section 8 – Vacancies

  1. Vacancies occurring among the trustees may be filled by the Board of Trustees to serve until the conclusion of the next World Service Business Conference. The Board of Trustees shall solicit the names of eligible candidates through the regions.
  2. Should such vacancy occur within one hundred twenty days prior to Conference, the usual deadlines for the selection of trustee nominees shall be suspended. In this case only, resumes of trustee candidates nominated by the region shall be received by the Board of Trustees at least two weeks prior to the official opening of Conference to be considered for election at that Conference. Regions may affirm the nominations in a manner determined by the region. Copies of these resumes shall be supplied to the delegates by the opening of Conference.
  3. If the regions are unable to provide applicant(s), then Article VII, Section 8 applies.
  4. A vacancy created by action of the Conference delegates shall be filled as stated in Section 8.

Section 1 – World Service Business Conference

  1. Annual Meeting
    The Corporation shall sponsor an annual meeting of the delegates of the members, which shall be known as the World Service Business Conference (hereafter may be referred to as the “Conference”). The Conference shall serve as the collective conscience of the Fellowship of Overeaters Anonymous as a whole.
  2. Time and Location
    The Conference shall be held on such dates as the Board of Trustees may determine. The Conference shall be held on a two-year rotation as follows:
    1. In person in the Albuquerque, New Mexico area or at such place as the Board of Trustees may designate.
    2. Via videoconferencing platform with the Board of Trustees determining any hybrid elements at their discretion.
  3. Virtual Attendance
    The Board of Trustees may call the Conference, or any part of it, by virtual method(s).

Section 2 – Special Meetings

Special meetings of the delegates for any purpose or purposes may be called at any time by the chair of the board or by a majority of the trustees.

Section 3 – Delegates

The delegates to the World Service Business Conference shall be as follows:

  1. Voting delegates shall consist of the following persons chosen in accordance with OA, Inc. Bylaws, Subpart B, Article VI, Section 4(c) or Article VIII, Section 3(c)1:
    1. Delegates from intergroups.
    2. Delegates from service boards chosen from groups, intergroups and countries not otherwise represented.
    3. Delegates from countries not having any geographically based service board.
    4. Each language or specific focus service board is entitled to have one qualified delegate only, regardless of the number of groups or service bodies (at least two meetings) that compose the language or specific focus service board.
    5. Each region shall be entitled to one vote through its duly elected chair or alternate.
    6. A region that was represented at the last World Service Business Conference by fewer than 40 percent of its intergroups and other eligible service bodies may send up to five additional delegates from the region. When selecting these delegates, the region shall give preference to delegates from intergroups and service bodies which would not otherwise be represented.
    7. Trustees.
  2. Those who may address the World Service Business Conference are:
    1. Delegates: All delegates as defined in Section a. Any delegate may choose another delegate to speak on their behalf.
    2. Nondelegates: Officers of the Corporation or any parent or subsidiary of the Corporation who are not also trustees, the Conference parliamentarian, trustee nominees, the managing director, the managerial staff of the World Service Office, and interpreters.
  3. Qualifications/Selection
    1. Qualifications for selection of World Service delegates/alternates shall be set by each intergroup, region (in the case of region delegates) or service board provided that each delegate/alternate shall have at least one year of current abstinence and at least two years of service beyond the group level. (Permission for any exception in qualifications for valid reasons, if deemed credible by the trustees, may be received by application to the World Service Office.)
    2. Each intergroup or national service board shall be entitled to have one qualified delegate for up to the first fifteen groups it represents and one for each additional fifteen groups or any fraction thereof, as per the January Service Body Information Report from the World Service Office, except that the national service board shall not represent the same groups as intergroups represent.
    3. Countries without intergroups or national service boards that seek representation at the annual Conference shall have at least one delegate. Larger representation shall be determined by the Board of Trustees, with the delegate approval in accordance with the number of groups in that country.
    4. Each language or specific focus service board is entitled to have one qualified delegate only, regardless of the number of groups or service bodies (at least two meetings) that compose the language or specific focus service board.
    5. Delegates and alternates should be selected at least fifty days before the annual Conference, and the names forwarded immediately upon selection to the World Service Office of Overeaters Anonymous.
    6. If a region, intergroup, or service board does not select its delegate(s) and alternate(s) or fails to inform the World Service Office of Overeaters Anonymous before the annual meeting, such delegate(s) and alternate(s) may appear at the Conference with evidence of their due selection deemed credible by the trustees, and such delegate(s) shall be seated.

Section 4 – Notice

Notice of the regular annual Conference and all special meetings of delegates shall be given to each registered service body, unless otherwise instructed by each individual service body, by electronic transmission. Such notice shall be sent no less than sixty days before each meeting, and shall specify the the method and manner of the meeting and shall state the general nature of the business to be considered at such meeting.

Section 5 – Voting

No delegate shall have more than one vote. Votes may be taken by notice, by show of hands, by ballot, or as called for by the presiding officer of any meeting, provided that the delegates may prescribe the method of voting desired on any question without regard to the method called for by the presiding officer.

Section 6 – Presiding Officer

All meetings of delegates shall be presided over by the chair of the Board of Trustees. In the absence of the chair, the first vice chair shall preside over the meetings of the delegates.

Section 7 – Parliamentary Authority

All meetings of the delegates shall be conducted in accordance with the latest edition of Robert’s Rules of Order, Newly Revised, where not in conflict with the law, Articles of Incorporation, these bylaws, or special rules that delegates may adopt.

Section 8 – Business Agenda

  1. The chair shall provide that the agenda for the annual Conference includes written reports of the treasurer, managing director, board, and Conference committee chairs.
  2. Notwithstanding any action of the chair or mandate of Section 7 above, questions of policy shall take precedence over proposed Bylaw Amendments at all Conference meetings, except for such Bylaw Amendments as may be required to conform with or be mandated by any action of State or Federal statute, code, or law. The agenda of the Conference shall specifically provide for consideration of policy questions before consideration of Bylaw Amendments.
  3. New business to be placed on the agenda prior to Conference shall follow the same procedure for submission as for Bylaw Amendments and shall be approved by 50 percent of all intergroups and service boards responding to an Agenda Questionnaire by sixty days prior to the Conference. Other new business of an urgent nature must receive a majority vote of the Reference Subcommittee in order to be brought to the Conference floor.

The delegates may submit their preference for Conference committees in accordance with this Article IX. Committees shall include but not be limited to the following:

Section 1 – Conference-Approved Literature Committee

  1. The Conference-Approved Literature Committee shall be composed of twelve or more delegates selected by the cochairs of the Conference-Approved Literature Committee from among delegates at the Conference, to obtain good geographic representation, strong abstinence, and a willingness to serve.
  2. The cochairs may appoint outgoing delegates to serve an extra year on the committee in an advisory capacity.

Section 2 – Bylaws Committee

The Bylaws Committee shall be composed of one or two delegates from each region, selected either at regional assembly or by a method practical to the region. In addition, other delegates attending World Service Business Conference may choose to serve on the Bylaws Committee.

  1. The Reference Subcommittee shall be composed of the Bylaws Committee delegate chair and representative of the Board of Trustees who shall be the cochairs; and the representatives selected from each region to serve on the Bylaws Committee.
  2. The Reference Subcommittee shall meet at times designated on the Conference schedule or agenda, and other times as required by the Conference. The Reference Subcommittee will meet on the day prior to the conclusion of scheduled new business to consider emergency new business.
  3. Names of the Bylaws Committee members selected by the regions shall be sent to the World Service Office forty-five days prior to the Conference.
  4. The Reference Subcommittee shall further operate according to guidelines developed by the Bylaws Committee and approved by the Board of Trustees.

Section 3 – Region Chairs Committee

  1. The Region Chairs Committee shall act as a channel of communication between the Board of Trustees and the members of the Fellowship in their respective regions, for the purpose of sharing resources and solutions.
  2. The Region Chairs Committee shall be composed of the current region chairs only. A region chair may designate an alternate, such as the region vice chair, to serve on the committee in their absence.
  3. Section 5 of Article IX does not apply to this committee.

Section 4 – Other Conference Committees as may be needed and established by the Board of Trustees or the World Service Business Conference

Section 5 – Disbanding Conference Committees

  1. A Conference committee established by the Board of Trustees may be disbanded by the Board of Trustees if it is found not to have been working or meeting outside of the World Service Business Conference for more than one year.
  2. A Conference committee established by an act of the World Service Business Conference may only be suspended by an act of the World Service Business Conference.
  3. If such a committee is found not to have been working or meeting outside of the World Service Business Conference for more than one year, a motion to disband the committee shall be placed on the agenda of the next World Service Business Conference by the Board of Trustees for consideration at that World Service Business Conference.

Section 6 – Conference Committee Chair

  1. Election. A Conference cochair and a vice chair for each Conference committee shall be elected annually by a majority of the delegates present at the annual Conference committee meetings. The Conference cochair shall be a delegate and shall not serve more than two consecutive one-year terms. The vice chair shall assume all responsibilities in the absence of the Conference cochair.
  2. Responsibilities. One year’s active service with the committee members and chairing the Conference committee meetings at the next annual World Service Business Conference if re-elected as a delegate.
  3. Vacancies. If, for any reason, the Conference Committee cochair is unable to fulfill the position and there is no vice chair, the chair of the Board of Trustees, in consultation with the trustee cochair responsible for liaison between the Conference Committee and the board, shall appoint a delegate from the committee to serve as Conference cochair.
  4. A vacancy shall be presumed if the Conference Committee cochair fails to communicate with the committee for three consecutive months.

Section 1 – Procedure

  1. Full and complete disclosure of all World Service official financial matters is a prime guidance and objective for all accounting procedures and financial statements.
  2. Any delegate or trustee is entitled to examine the accounting records of the World Service Office, and any question concerning the finances of the World Service Office is completely proper and is to be answered promptly.
  3. Accounting procedures shall be geared to periodic reporting, and financial controls shall be established for credibility of the financial statements.
  4. Statements shall be clear and easy to understand to prevent confusion and misinterpretations.

No delegate to the Conference or member of any local group which is a member of Overeaters Anonymous, and no trustee, officer, or employee or member of a committee or person connected with the Corporation, or any other private individual shall receive at any time any earnings or pecuniary profit from the operations of the Corporation; provided that this shall not prevent payment to any such person of reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as shall be fixed by the Board of Trustees; and no such person or persons shall be entitled to share in the distribution of any of the assets upon the dissolution of the Corporation.

All delegates to the Conference and all members of local groups which are members of Overeaters Anonymous shall be deemed to have expressly consented and agreed that, upon such dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation then remaining in the hands of the Board of Trustees, after all debts have been paid, shall be delivered and paid over in such amounts as the Board of Trustees may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Trustees, exclusively to charitable, religious, scientific, literary, or educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.

Section 1 – Procedure

Subpart B of these bylaws may be amended as follows:

  1. Amendments to Subpart B of these Bylaws may be proposed by any registered service body, any standing or ad hoc committee, or the Board of Trustees and shall be submitted to the chair of the Board of Trustees, postmarked or be date and time stamped through electronic transmission by December 1 before the annual meeting of the Conference.
  2. For the purpose of amendments, the English version of official documents is considered the version of record, and all amendments will be made to the version of record.
  3. The chair of the board shall cause a copy of the proposed amendments to be communicated to each delegate whose name appears in the office of the secretary of the Corporation and to each registered service body and trustee by January 5 prior to the annual Conference.
  4. In order for an amendment proposed to be submitted to the World Service Business Conference, these proposals will need to be approved by 50 percent of all intergroups and service boards responding. The Agenda Questionnaire must be returned to the World Service Office by sixty days prior to the Conference.
  5. Except as otherwise specified by these bylaws, proposed amendments to Subpart B may be adopted by a two-thirds vote of the delegates present and voting, provided a quorum is present.
  6. Amendments to Article I (Twelve Steps) and Article II (Twelve Traditions) of Subpart B of these bylaws may only be adopted if, in addition to d) above, they are ratified by three-fourths of the registered Overeaters Anonymous groups responding within six months of notification, provided at least 55 percent of the registered groups have responded.
  7. The parliamentarian may suggest editorial changes which do not alter the meaning of any bylaws but clarify the wording or bring the bylaws and Articles of Incorporation into conformity.
  8. Amendments to Subpart B of these Bylaws shall be effective at the close of the Conference except as otherwise specified.

Revised July 2024