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

OA Business Glossary

PARLIAMENTARY PROCEDURES GLOSSARY Amend Something Previously Adopted Changes an action that has not yet been carried out. Debate may include the merits of the original motion.   Appeal from the Decision of the Chair Asks the voting body to determine whether it agrees or not with a ruling of the chair. The chair may speak … Continued

2025 Getting Ready for World Service Business Conference

64th Annual World Service Business Conference (WSBC) May 4–10, 2025 Summarized Schedule For detailed information, refer to the tentative Conference agenda on the OA website under Frequently Used Documents at https://oa.org/world-service-business-conference/. WSBC 2025 is a virtual event and officially begins on Sunday, May 4, 2025, with several optional meetings scheduled in late April. Several meetings … Continued

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Theme: “To Carry the Message is Our Primary Purpose” May 4–10, 2025 Date To Be Determined Time To Be Determined Meet the Maker Virtual Meeting (meeting will be recorded and posted to secure Conference web page) Saturday 10:00a.m.–11:50a.m. 11:50 a.m. – 12:00 p.m. Break 12:00 p.m. – 2:00 p.m. Virtual Workshop “Available Resources to Carry … Continued

Chair’s Letter

To: Overeaters Anonymous Service Bodies and Conference Delegates From: Meg M., Chair, Board of Trustees Re: World Service Business Conference 2025 Welcome to our 64th Annual World Service Business Conference (WSBC) of Overeaters Anonymous. This year the Conference will be virtual. I will be in person as will the first vice chair, the staff, our … Continued

2025 Deadline Dates: World Service Business Conference

May 4–10, 2025 July 2024 Delegate Support Fund letter and application posted on OA website OA website August 2024 Final Conference Report available on OA website for delegates and service bodies OA website September 9, 2024 (Monday) Conference e-Documents #1 available on OA website for delegates and service bodies (includes Conference notification, trustee application form, … Continued

Trustee Nominee Application Instructions

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 on the original trustee application form. For a specific … Continued

A Summary of Continuing Effect Motions 1962–2024

Introduction

It is noted that all motions appearing in this summary were adopted by the group conscience of the World Service Business Conference of Overeaters Anonymous. Furthermore, until changed, these motions set self-imposed limits on the Fellowship. According to the Bylaws of Overeaters Anonymous, Inc., Subpart B, Article VIII, Section 1a) which states:

“… The Conference shall serve as the collective conscience of the Fellowship of Overeaters Anonymous as a whole…”

Index

For a complete index of the Business Conference Policy Manual, click the “Print friendly format” link above to print or download a PDF version that includes the index.

Continuing Effect Motions

1977b
It was adopted to:
Adopt a responsibility pledge: Always to extend the hand and heart of OA to all who share my compulsion; for this I am responsible.

1978   Amended 2023.
It was adopted that:
Service bodies may obtain permission to translate and/or publish or republish OA literature, including translated literature, through the established licensing process. Published translated literature shall conform to existing OA-approved literature.

1979a Rescinded 1989. Superseded by 1982b.

1979b Rescinded 1989. Superseded by 1980c and 1984e.

1979c   Amended 1989.
It was adopted that:
The treasurer’s report be prepared and sent out to delegates prior to the Business Conference to allow each person time to study, assimilate, and prepare any questions they might have for the Board of Trustees.

1979e   Amended 1989, 2001, 2012, 2016, and 2023.
It was adopted to:
Ensure personal anonymity be maintained, the online version of the Final World Service Business Conference Report will only include first names and last initials in minutes and reports. The contact section of the report, which includes names, phone numbers, and email addresses of delegates will be emailed to all service bodies and delegates following Conference. “For Use Within OA Only” will appear at the top of this list.

1980b   Amended 2013.
An anonymity statement was adopted:
Anonymity is the spiritual foundation of our program, always ensuring principles before personalities. This means that OA itself is not anonymous, but its members are. There are no exceptions. While OA may be publicized, we do not break our individual anonymity at the level of press, radio, films, television, and all public media of communication; and the recognizable facial exposure of persons identifying as OA members at the level of press, films, television, and all public media of communication is a violation of our tradition of anonymity, even though the first name only is given or the entire name is withheld.

1980c   Amended 2002 and 2013.
It was adopted that:
All OA events sponsored by registered OA groups and service bodies referenced in Bylaws, Subpart B, provided they uphold the Twelve Traditions, be placed in the World Service Office calendar upon request of the sponsoring body.

1980d
It was adopted that:
A Conference committee member can petition the Board of Trustees to consider by a two-thirds vote of the Board of Trustees to remove a nonfunctioning chairman of a specific Conference committee. The vice chairman will then assume the chairmanship.

1982c   Amended 1989, 2018, and 2023.
Group (meeting) definitions of Overeaters Anonymous are as follows:
Meeting with Visitors (Open): Open to everyone. All meetings are considered open to visitors unless otherwise indicated.

Meeting without Visitors (Closed): Open to those who desire to stop eating compulsively. (This includes newcomers, OA members, and others who think they have a problem with food.)

Specific-Focus Meeting: Designed for individuals who may feel they can more readily identify with fellow members of Overeaters Anonymous with similar attributes. For a full list, see the staging.oa.org Find a Meeting page. All OA members are welcome at these meetings.

Specific-Topic Meeting: Designed for a specific subject matter or format. For a full list, see the staging.oa.org Find a Meeting page. All OA members are welcome at these meetings.

1982e    Amended 2024
It was adopted that:
The Fellowship be invited to attend and observe the open Board of Trustees’ meetings held at World Service Business Conference and World Service Convention. The board is to make available sufficient facilities to accommodate all who choose to attend.

1983   Amended 1989.
After a presentation/discussion on requirements other than the Twelve Steps, the following statement was adopted:
Overeaters Anonymous respects the autonomy of each OA group. We do suggest, however, that any OA group which imposes a special purpose, task, or guideline should inform its members that this special purpose, task, or guideline does not represent OA as a whole. The only requirement for membership is the desire to stop eating compulsively. Anyone who says they are a member is a member. We of Overeaters Anonymous welcome all members with open arms.

1984a   Amended 1990, 2013, and 2015.
Upon the recommendation of the Literature Committee, a preamble for Overeaters Anonymous was adopted to read:
Overeaters Anonymous is a Fellowship of individuals who, through shared experience, strength, and hope, are recovering from compulsive overeating. We welcome everyone who wants to stop eating compulsively. There are no dues or fees for members; we are self-supporting through our own contributions, neither soliciting nor accepting outside donations. OA is not affiliated with any public or private organization, political movement, ideology, or religious doctrine; we take no position on outside issues. Our primary purpose is to abstain from compulsive eating and compulsive food behaviors and to carry the message of recovery through the Twelve Steps of OA to those who still suffer.

1984b   Amended 1993 and 2001.
It was adopted that:
The World Service Convention will be held at a time and place to be determined by the Board of Trustees.

1984c
It was adopted that:
Business Conference committees not raise or maintain funds.

1984d   Amended 2013 and 2014.
The following procedure for Business Conference presentations/discussions was adopted:

  1. Items for presentations/discussions at the annual Business Conference are selected by the board from those recommended by the Conference Planning Committee. Selections for topics are made from recurring problems, topics of major interest, and topics requested by the Fellowship.
  2. Service bodies who propose presentation/discussion topics will be sent a letter stating how topics are chosen and that their recommendation has been referred to the Conference Planning Committee for consideration.

1984e   Amended 2014.
After a presentation/discussion, a statement on the sale of merchandise was adopted:
It is the will of the Business Conference that sale of merchandise, per se, is not prohibited by the Traditions. With regard to sale of merchandise, “Each group should be autonomous except in matters affecting other groups or OA as a whole.” If you choose to sell merchandise, the following guidelines are suggested:

  1. All sales be made by and for OA service bodies.
  2. Each sale item be approved by group conscience.
  3. Sales at OA events and functions should be conducted in such a manner so as not to divert or distract from our primary purpose to carry the message to the compulsive overeater who still suffers.

In accordance with our Traditions, each group and OA service body may choose to sell or not sell merchandise as they determine. Overeaters Anonymous must be ever mindful of our Traditions, which warn against endorsement of outside enterprise.

1985   Amended 1993 and 2017.
Upon the recommendation of the Literature Committee, the following revised procedure for granting the Conference Seal of Approval was adopted:
The Conference-approved seal that appears on the back of our literature means that the material has broad application to the Fellowship as a whole and is intended primarily to distinguish OA literature, not to censor other literature.

The Board of Trustees oversees the production of literature at the world service level. The Conference Seal of Approval shall be granted to OA literature upon receiving a two-thirds vote from the delegates present and voting at the annual World Service Business Conference.

All refining will be processed by the Conference-Approved Literature Committee, Board-Approved Literature Committee, and the Board of Trustees, according to their procedures, prior to recommending any literature for approval of the delegates.

Prior to the Business Conference, pamphlets and books that are recommended for the Conference Seal of Approval will be posted online as downloadable files. At the Business Conference, delegates will vote either to approve or reject, rather than to edit or refine the material.

(Note: Originally adopted in 1976; revised 1980, 1985, 1993, and 2017)

1986b
It was adopted that:
The annual World Service Business Conference Delegate Binders include a copy of the current fiscal year budget as adopted by the Board of Trustees.

1987c
It was adopted that:
All policies adopted by the Business Conference shall be placed in a document entitled Business Conference Policy Manual which shall be distributed to world service delegates as part of pre-Conference delegate materials and also updated and included in all final World Service Business Conference reports.

1988a   Amended 1989, 1992, 1996, 1998, 2001, 2002, 2010, 2014, and 2018.
It was adopted that:

  1. Functioning
    Service bodies may join together in order to help carry the message of OA recovery, providing they adhere to the Traditions and the Overeaters Anonymous policies for the use of OA-approved literature and print material.
  2. Business Conference Delegates
    1. In addition to the requirements set out in Article VIII, Section 3c) of the Bylaws, Subpart B, it is suggested the delegates should be selected for judgment, experience, stability, willingness, and for faithful adherence to living within the concepts of the Twelve Steps, Twelve Traditions, and Twelve Concepts of Overeaters Anonymous. It is further suggested a world service delegate be a current or past regional representative.
    2. As participants, delegates shall not be bound by the wishes of their service bodies, but should not vote against these wishes unless situations arise at the Business Conference that make it necessary for the best interests of Overeaters Anonymous as a whole.

1988b   Amended 2002, 2009, 2011, 2019, and 2021.
The following policy statement was adopted:
The World Service Business Conference 2021 accepts the following definitions:

Abstinence is the action of refraining from compulsive eating and compulsive food behaviors while working towards or maintaining a healthy body weight.

Spiritual, emotional, and physical recovery is the result of living and working the Overeaters Anonymous Twelve Step program on a daily basis.

1989a
It was adopted that:
In order to reaffirm the special relationship between OA and O-Anon and in keeping with the spirit of Tradition Ten — cooperation without affiliation — the following be adopted:

Overeaters Anonymous, Inc. recognizes the special relationship we enjoy with O-Anon groups, a separate but similar fellowship. OA wishes to recognize the contribution O-Anon has made and is making to friends and families of compulsive overeaters.

It is the desire of the Conference to affirm the relationship between OA and O-Anon, and it is also the desire of the Conference to acknowledge OA’s appreciation for O-Anon groups.

1990   Amended 2011 and 2014.
It was adopted that:
The World Service Business Conference of Overeaters Anonymous suggests that individual groups and service bodies refrain from publishing the names or non-OA titles of speakers/leaders at OA functions in any informational materials (flyers, newsletters, etc.). OA service titles (but not names) may be used when a speaker/leader is performing the service responsibility of their OA office.

1991a   Amended 2003, 2013, 2015, 2017, and 2022.
It was adopted that:

  1. The Conference committees listed in Subpart B, Article IX of the Overeaters Anonymous, Inc. Bylaws should confer with the corresponding board committees.
  2. Committee membership will be limited to a delegate cochair, a trustee cochair, and an equal percentage of the year’s registered delegates (with exception listed in 1991a 6). Each committee will include delegates from across the regions, whenever possible. Additionally, a combination of up to six former trustees, current trustees, and nondelegate members may be appointed to participate in the work of the committee during the year.
  3. Cochairs consisting of a Conference delegate (elected by committee members at World Service Business Conference) and a trustee (appointed by the chair of the Board of Trustees) will coordinate the efforts of the committee. The Conference delegate cochair will preside over the committee meetings at World Service Business Conference and throughout the following year. The trustee cochair will act as liaison between the committee and the Board of Trustees and will report to the Board of Trustees regarding committee activities.
  4. Committee members not responding to two consecutive mailings of the committee which require answers will not receive future mailings unless the member has notified one of the cochairs of a reason for a temporary absence from committee work.
  5. The committee meetings at World Service Business Conference will be open; however, only committee members will have a voice and vote.
  6. Delegates should be registered by March 1 and have submitted a committee preference form by April 1. Committee assignment is made on a first come, first served basis except the Conference-Approved Literature Committee and the Reference Subcommittee (OA, Inc. Bylaws, Subpart B, Article IX, Sections 1 and 2). Delegates will be notified of their committee assignment at or prior to World Service Business Conference. Service on a committee is expected and the commitment is maintained until the following World Service Business Conference. It is recommended that those serving at the world service level rotate committee assignments every two years.

1991c   Amended 2018.
It was adopted that:
The terms “compulsive overeater, compulsive eater” and “compulsive eating, compulsive overeating” be used interchangeably in OA literature, as determined to be appropriate to the topic and context by the Literature Committee during the regular literature writing, editing, and approval process.

1992a   Amended 2013, 2021, and 2023.
The following policy statement was adopted:
“Unity with Diversity” Policy
THE FELLOWSHIP of Overeaters Anonymous encourages and promotes acceptance and inclusivity. All are welcome to join OA and are not excluded because of race, creed, nationality, religion, gender identity, sexual orientation, or any other attribute. We welcome all who share our compulsion. Everyone with the desire to stop eating compulsively is welcome in Overeaters Anonymous.

THE FELLOWSHIP recognizes the existence of individual approaches and different structured concepts to working our Twelve Step program of recovery; that the Fellowship is united by our disease and our common purpose; and that individual differences in approaches to recovery within our Fellowship need not divide us.

THE FELLOWSHIP respects the rights of members, groups, and service bodies to follow a particular concept of recovery within Overeaters Anonymous and encourages each member, group, and service body to respect those rights as they extend the hand of fellowship to those who still suffer.

THE FELLOWSHIP encourages each duly registered group and service body to affirm and maintain the Twelve Traditions of Overeaters Anonymous by allowing members to share their experience, strength, and hope in meetings regardless of the individual approach or specific concept that member may follow. Duly registered is defined as being in full compliance with Bylaws, Subpart B, Article V.

1992c   Amended 2002 and 2016.
It was adopted that:
AA literature sold by the OA World Service Office shall be available for purchase at all World Service Conventions.

1993a
It was adopted that:
We, the 1993 Business Conference of Overeaters Anonymous, suggest that OA meetings and events be closed with one of the following: the Serenity Prayer, the Seventh-Step Prayer, the Third-Step Prayer, or the OA Promise I Put My Hand in Yours.

1993b   Amended 2010.
It was adopted that:
It is the group conscience of the 1993 World Service Business Conference that the sale or display of literature other than OA-approved literature and AA conference-approved literature (as described in World Service Business Conference Policy 2010a) is an implied endorsement of outside enterprises, and therefore in violation with Tradition Six.

1993c   Amended 1994, 2001, 2002, 2012, 2014, and 2023.
It was adopted that:
The World Service Office shall contact all service bodies annually requesting contributions for the Delegate Support Fund to help delegates to attend World Service Business Conferences. Delegates selected to receive funding will be those from intergroups and service boards demonstrating need. Priority will be given to those intergroups and service boards that have not previously sent delegates to Conference.

1994a   (updated 2013 due to amended 1984a)
The following policy statement was adopted:
Our primary purpose in Overeaters Anonymous is to abstain from compulsive eating and to carry the message of recovery through the Twelve Steps of OA to those who still suffer. Other addictions and problems may have contributed to the intensity of our disease; however, OA is not directly concerned with recovery from these issues. They should be shared in OA meetings only as they relate to compulsive eating. It is in our best interest to concentrate on our primary purpose and not be distracted by focusing on issues such as alcoholism, codependency, abuse, or the treatment thereof. These and similar outside issues should be addressed in other programs or with professionals.

1994b   Amended 2008 and 2023.
It was adopted that:
Overeaters Anonymous recognizes the existence of specific-focus meetings comprised of persons with similar attributes. For a list of these meetings, see the staging.oa.org Find a Meeting page. According to the Traditions, bylaws, and policies of OA, the only requirement for membership is a desire to stop eating compulsively. Therefore, we ask each person attending a meeting to respect and consider the group conscience of the whole Fellowship and welcome and give a voice to any person who has a desire to stop eating compulsively.

1996a   Amended 1999 and 2014.
It was adopted that:
The 2014 World Service Business Conference of OA suggests OA’s Twelve Steps and Twelve Traditions be read at every meeting. In addition, we suggest all service bodies and the World Service Business Conference read the Twelve Concepts of OA Service.

2000a   Amended 2005.
It was adopted that:
No OA members shall be prevented from attending, sharing, leading, and/or serving as a speaker at an OA meeting due to choice of food plan. Groups sharing food plan information must adhere to OA’s policies on outside literature, as well as copyright law.

2000b
It was adopted that:
Terms used in the bylaws and policies that refer to communications, including report(s), response(s), document(s), and notice(s), shall be understood to include suitable electronic transmissions. The term “postmark” includes appropriate electronic date/time stamping.

2001   Amended 2023.
It was adopted that:
There will continue to be a delegate registration fee adjusted as deemed necessary by the Board of Trustees. A portion of this fee is nonrefundable based on cost.

2003   Amended 2014.
It was adopted to:
Ensure the personal anonymity of members, an encryption program will be maintained to allow for secure transmission of all meeting information submitted via the OA website.

2004b   Amended 2009, 2014, and 2018.
It was adopted that:
Appeals process for service bodies denied credentials at World Service Business Conference because they do not meet the requirements of OA, Inc. Bylaws, Subpart B, Article VIII, Section 3c – Qualifications/Selection.

  1. The World Service Office shall notify the service body of any challenges to delegate credentials within seven days of receipt of delegate information by the World Service Office.
  2. The service body shall notify the World Service Office if it wishes to appeal denial of delegate credentials within fourteen days of this notification.
  3. The Appeals Review Committee shall be composed of two members of the Board of Trustees (the Board of Trustees chair and one other trustee), two region chairs, and two representatives of the region bringing the appeal. It will be chaired by the Board of Trustees chair.
  4. The Appeals Review Committee, via electronic communications, will collectively decide the final disposition of each appeal with a deadline of one month prior to the first session of the upcoming World Service Business Conference.

2005a   Amended 2016.
It was adopted that:
Business Conference policies that have been completed or the purpose of which have been served and are no longer required shall be presented by the Bylaws trustee cochair to the Board of Trustees for consideration of removal at the next Business Conference.

2005c   Amended 2017.
It was adopted to:
Combine World Service Business Conference Policies 1987d, 1988c, and 1999b to read: The World Service Business Conference adopts as policy the following procedures for the submission and consideration of all a) New Business Motions, b) policy motions, and c) Bylaw Amendments to Subpart B of the Overeaters Anonymous, Inc. Bylaws.

  1. All submissions of proposed New Business Motions, policy motions, and/or amendments to Subpart B of the Overeaters Anonymous, Inc. Bylaws shall include a) a statement of intent; b) a statement of the procedures necessary for the implementation of the proposal (if necessary); c) a statement of estimated cost associated with the proposal; d) a history of related new business items or Bylaw Amendments that were voted upon by the World Service Business Conference in the past five years and the results of those votes; e) up to one page of arguments in favor of each new business item or Bylaw Amendment submitted by the maker of the motion at the time of submission; and f) an explanation of how this motion will help carry the message of recovery to those who still suffer.
  2. The Conference Agenda Questionnaire include all proposed new business, policy motions, and Bylaw Amendments that have been submitted within the announced postmarked deadline, including those deemed out of order with the exception of those motions and Bylaw Amendments that, based upon opinions from legal counsel, are deemed to be defamatory. Proposals included in the Agenda Questionnaire that are deemed out of order must include within the World Service Business Conference Motions Review Committee Comments an explanation of this determination, and at the end of the Proposed Wording the parenthetical comment “Deemed Out of Order: See World Service Business Conference Motions Review Committee Comments below.” Additionally, the World Service Business Conference Motions Review Committee must also include an explanation of the general nature of the motion or Bylaw Amendment that resulted in it being deemed defamatory by legal counsel and therefore not printed in the Conference Agenda Questionnaire.

2008a   Amended 2019.
It was adopted that:
OA literature may be discontinued, removed, or changed in format for the following reasons:

  1. Low Demand. When it is no longer cost-effective to print and maintain inventory of Conference-approved OA literature due to low demand, the Executive Committee of the Board of Trustees may decide to move the piece from print to digital form after the depletion of remaining stock.
    1. Pamphlets will be made available for download from the OA website.
    2. The Executive Committee may choose other methods to make low-demand books available.
    3. A copy marked “digital only” with the date the piece was converted to digital only will be maintained in literature archives.
  2. Removal of Conference Seal of Approval. World Service Business Conference delegates may remove the Conference Seal of Approval by a two-thirds vote. Sales of such literature will cease immediately. A copy marked “removed” with the date the piece was removed will be maintained in literature archives.
  3. Non-Observance of Traditions. If any previously approved literature is found by the Executive Committee of the Board of Trustees to violate our Traditions, sales of that literature will cease immediately, and it will not be distributed for any reason. Conference-approved literature determined to violate Traditions will then be submitted to the Conference for removal of the Conference Seal of Approval. A copy marked “removed” with the date the piece was removed will be maintained in literature archives.
  4. Discontinued Literature. A copy of literature that is discontinued for any reason other than noncompliance with Traditions will be marked “discontinued” with the date the piece was discontinued and maintained in literature archives.

Notification to the Fellowship shall be through appropriate World Service Office publications.

2008f   Amended 2023.
It was adopted that:
The Overeaters Anonymous World Service Office sell recovery chips marked with years from 1 to 20, 25, 30, 35, 40, 45, and 50.

2010a   Amended 2012 and 2023.
The following policy statement was adopted:
Statement on Approved Literature
In accordance with our Traditions, we suggest that OA groups maintain unity and honor our Traditions by using, selling, and displaying only approved books and pamphlets at their meetings. This includes OA Conference- and board-approved literature; AA Conference-approved books, booklets, and all future editions thereof, with original edition copyright 2010 or earlier; and locally produced OA literature. Although groups may choose to focus on only one piece of OA-approved literature, individuals and groups are encouraged to use any and all OA-approved literature. Locally produced literature must be developed according to the OA Guidelines for Locally Produced Literature, and should be used with the greatest discretion. Local literature should be considered temporary and discontinued when OA literature approved for general use is available to cover the topic.

2010c   Amended 2015.
It was adopted that:
The World Service Business Conference Final Conference Report be made available electronically.

2010d   Amended 2014 and 2021.
It was adopted to:
Establish an OA Young People’s Conference Committee.

2010e   Amended 2014 and 2018.
It was adopted to:
Require all groups and service bodies wishing to register with the World Service Office to provide at least one email address and name when submitting their registration request. The required email address is for use within the OA organization and will not be published.

2011a   Amended 2016 and 2019.
The following policy statement was adopted:
Statement on Public and Social Media
While Overeaters Anonymous has no opinion on outside issues, including social media, the delegates of the 2019 World Service Business Conference recommend that any OA member, group, or service body using social media for OA public information and public awareness maintain the personal anonymity of OA members.

Members of Overeaters Anonymous are anonymous. The Fellowship is not. Members of Overeaters Anonymous are responsible for maintaining their anonymity and respecting the anonymity of other OA members. When attending an OA meeting, whether face-to-face or virtual, members are encouraged to seek appropriate means to protect their own anonymity and that of fellow members.

All registered virtual meetings shall inform members that their anonymity is not fully protected when attending a virtual meeting.

Find options for protecting anonymity at Guidelines for Anonymity in the Digital World.

2011b
It was adopted to:
Include the Tools of recovery of OA in the Conference Policy Manual.

The following are the Tools of recovery of OA: A Plan of Eating, Sponsorship, Meetings, Telephone, Writing, Literature, Anonymity, Service, and Action Plan.

2011c
It was adopted that:
Overeaters Anonymous Fellowship bestow the title of founder to Rozanne S.

2012a   Amended 2018.
The following policy statement was adopted:
Statement on Creating Service Centers
Service bodies may form service centers to assist them in communicating with the groups and to help carry the message, providing that they adhere to the Traditions, as guided by the Twelve Concepts of OA Service, and adhere to Overeaters Anonymous policies for the use of OA-approved literature and print material.

2012b
The following policy statement was adopted:
Statement on Group Where Access is Restricted
A group which, for compelling reasons over which it has no control, where access is restricted (i.e., national security, military security, ships, military bases, or institutional setting), cannot welcome all who have the desire to stop eating compulsively will be considered to be in compliance with the points defined in Bylaws, Subpart B, Article V, Section 1, if:

  1. It has provided the Board of Trustees, in writing, the specific compelling reason.
  2. The Board of Trustees specifically approves the exception.

2012c
The following policy statement was adopted:
Statement on Group Liability Insurance
As per OA, Inc. Bylaws, Subpart A, Article III – Members, the legal structure of OA, Inc. does not allow for the provision of liability insurance for OA groups or service bodies.

2012d   Amended 2014 and 2024.
It was adopted that:
World Service Business Conference delegate service is limited to no more than six continuous years before requiring a minimum of one-year rotation out of service. Request for waiver of this limitation shall be submitted to the Board of Trustees. Should the individual be elected as either a region chair or trustee, the one-year rotation out of service would not apply.

2013   Amended 2023.
The following policy statement was adopted:
Statement on Individual Member Donations to the OA World Service Office

  1. A member may contribute up to US$7,500 per year to the general fund, up to US$7,500 per year to any special fund, and up to US$7,500 per year to honor the memory of a deceased member.
  2. OA, Inc. may accept a bequest from the will of a deceased member in cash or cash equivalent. There is no limit on the amount of such a bequest.

2014b   Amended 2023.
It was adopted that:
Meetings of Delegates
Annual Business Conference

  1. Oral committee and workshop reports shall be made on the final day of the Business Conference when time allows. Written reports are due in the World Service Office four weeks following the close of the Business Conference.
  2. Special meetings of delegates or committees of delegates during the Business Conference for any purpose or purposes may be called at any time by the chair or by a majority of the trustees and/or delegates.
  3. Communications concerning the Business Conference from the trustees and the World Service Office shall be through the registered delegates and service bodies.

2015
It was adopted that:
World Service display the name “Overeaters Anonymous” on all displays, banners, and other signage at its events. This does not apply to badges.

2017b
The following policy statement was adopted:
Overeaters Anonymous will establish a special fund to assist in translating OA literature, forms, correspondence, website, and other materials to languages other than English. Money contributed to this fund is in addition to the International Publications/Translations Committee’s budget. The Board of Trustees will establish guidelines to allocate the funds.

2018b
The following policy statement was adopted:
In keeping with Tradition Ten, Overeaters Anonymous has no opinion on bariatric (weight-loss) surgery. In the spirit of Tradition Three, Overeaters Anonymous welcomes anyone with a desire to stop eating compulsively, including those who have had bariatric surgery or are contemplating it.

2019a   Amended 2021.
It was adopted that:
The term hybrid is used to describe a group composed of members attending a single meeting where all can hear and share but may be present either in the same physical location (face-to-face) or through some form of electronic device (virtual).

A hybrid group may register only once and is assigned one group number but may appear on staging.oa.org in both the face-to-face listing and the virtual listing and will clearly indicate that they are a hybrid meeting.

2019b   Amended 2023.
It was adopted to:
Apply for and, if approved, accept non-profit status from Google.

2019c   Amended 2021 and 2023.
The following policy statement was adopted:
The World Service Business Conference established the following annual events.

OA Birthday: The third full weekend (Friday included) of January as the annual celebration of the January 19, 1960 founding of Overeaters Anonymous.

Unity Day: The last Saturday in February in even years and the last Sunday in February in odd years at 11:30 a.m. local time.

Sponsorship Day: The third full weekend (Friday included) in August.

International Day Experiencing Abstinence (IDEA): The third full weekend (Friday included) in November.

Twelfth Step Within Day: December 12 (12/12) each year be designated as OA’s International Twelfth Step Within Day, the purpose of which will be to encourage OA service bodies, meetings, and individual members to reach out to those within the Fellowship who are still suffering from compulsive eating behaviors.

2021   Amended 2023.
The following policy statement was adopted:
Diverse Voices Policy
When developing new and updating existing literature published by Overeaters Anonymous World Service, the Literature committees will make a concerted effort to include stories and/or quotes from members of diverse populations that are underrepresented in OA.

2022a
It was adopted that:
The OA Responsibility Pledge be included in/on all published OA literature, social media, newsletters, and bulletins maintained by the World Service Office except where space is prohibitive in a printed document. The World Service Business Conference further suggests that all OA registered service bodies use the OA Responsibility Pledge on all OA locally produced literature.

2022b
It was adopted to:
Create a policy that OA makes a Portable Document Format of the board-approved newcomer-oriented pamphlet, Where Do I Start?, available to anyone to download and print.

2023a
It was adopted that:
All official documents and communications issued at the World Service level will avoid, wherever possible, the use of acronyms and abbreviations. The acronym for Overeaters Anonymous, “OA”, and literature will be exempt from this policy.

2023b
The following policy statement was adopted:
Public Communications Policy
It is proposed that Overeaters Anonymous adopt a Public Communications Policy. The purpose of the public communications policy is to assist Overeaters Anonymous to continue to grow the Fellowship and to carry its message to the compulsive eater who still suffers.

We fulfill our primary purpose most effectively by attraction and cooperation—not promotion or affiliation.

Overeaters Anonymous is attracting when it tells people why we are, what we are, what we do, and how; we let them know that we are available if and when help is needed. We state the facts, which are communicated via all available forms of public media, always stressing personal anonymity at the public level. Overeaters Anonymous is cooperating when it works with others, rather than alone. Working with others broadens our scope and contacts, and we reach more of those in need.

Overeaters Anonymous and registered service bodies may purchase ads or send press releases and public service announcements, including those in relation to special events and promotions, in all forms of public media, provided personal anonymity is maintained for members of Overeaters Anonymous (contact names on media communication can include any special worker associated with public communications, as well as the first names of individual members).

For more information on the implementation of this policy, see Overeaters Anonymous board-approved guidelines.

2024
It was adopted that:
When planning the World Service Business Conference or other meetings scheduled in accordance with OA, Inc. Bylaws, Subpart B, Article VIII, Sections 1 and 2, the Board of Trustees will make every effort not to arrange such meetings during major holidays. Whenever possible, such meetings will not be arranged for three days before or after the holidays.

**END**

Note: The World Service Office shall oversee that the Business Conference minutes are researched annually in order to update this summary with any Business Conference motions which have a continuing effect. This includes new, revised, or rescinded motions adopted by the World Service Business Conference.

Appendix A — Recissions

To view Appendix A — Recissions, click the “Print friendly format” link at the top of this web page to print or download a PDF version that includes Appendix A — Recissions.

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