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

Section I The Process 2 Section I The Process 2

The Process • Searched motions databases from Co. DA Conferences and Co. DA Board. The Process • Searched motions databases from Co. DA Conferences and Co. DA Board. • Gathered information about the Conferences where Co. DA-WS was created and perpetuated. • Created questionnaires for Conference attendees and Board members to collect their memories as to how and why Co. DA-WS was created and perpetuated. • Gathered information about the Corporation, Bylaws, and other documents that established World Services. 3

The Process- cont’d • Used the 12 Traditions Workbook in reviewing the current Structure The Process- cont’d • Used the 12 Traditions Workbook in reviewing the current Structure of Co. DA, Inc. and Co. DA -WS, by substituting Co. DA-WS for Group in the workbook. • Met for five hours with three members of the Co. DA-WS Board on 14 June, 2003, in Atlanta, Georgia to discuss their issues and concerns, and collect information about the Co. DA WS history and perspective. 4

Section II The Evolutionary Motions Timeline 5 Section II The Evolutionary Motions Timeline 5

Timeline 1989 National Service Office Changes name to International Service Office (NSC 89014). 1990 Timeline 1989 National Service Office Changes name to International Service Office (NSC 89014). 1990 1991 Conference Theme is International Journey (NSC 90004). 1990 To encourage development of National Service Offices for all countries (among other things), a motion was passed to separate International Service Office from National Service Office (NSC 90026). 1990 Elected delegates/representatives from other countries be allowed to participate in the US Conference (NSC 90040). 6

Timeline 1990 Each country or province be allowed two Delegates (NSC 90041) [voting privileges Timeline 1990 Each country or province be allowed two Delegates (NSC 90041) [voting privileges unclear]. 1990 Motion to treat non-US Delegates as a Delegate in all respects at NSC (NSC 90000) defeated. [AHC infers no voting privileges]. 1991 International Service Office name changed to National Service Office (NSC 91016). 1991 International Service Conference name changed to National Service Conference (NSC 91028). 1991 International Service Committee name changes to World Service Organization Committee (NSC 91029). 7

Timeline 1991 WSO liaison position on National Board approved (NSC 91031). 1992 US National Timeline 1991 WSO liaison position on National Board approved (NSC 91031). 1992 US National Service Office be renamed Co. DA Service Office with no change in structure (NSC 92010). 1992 World Service Organization Committee name changed to World Service Committee (NSC 92022). 1992 NSC 91031 WS liaison motion modified by NSC 92023. 1992 World Service Committee approved to receive 7 th Tradition contributions from any country (NSC 92024). 8

Timeline 1993 Created a meeting list for World Service Committee (NSC 93028). 1993 All Timeline 1993 Created a meeting list for World Service Committee (NSC 93028). 1993 All 7 th Traditions from any country outside of US be set aside for the World Service Committee (NSC 93029). 1993 Separate bank account opened for World Service Committee for income and expenses (NSC 93030). 1993 Created separate line item in Co. DA, Inc. Treasurer’s report for World Service Committee (NSC 93031). 1993 Board of Trustee member and a member of World Service Committee be signing officers on World Service Committee bank account (NSC 93032). 9

Timeline 1993 Service manual amended to include World Service Committee (NSC 93034). 1994 Revenues Timeline 1993 Service manual amended to include World Service Committee (NSC 93034). 1994 Revenues from Co. DA book are for the whole of Co. DA and present and future (NSC 94059). 1994 World Service Committee remains a committee until able to function autonomously as a world structure (NSC 94068). 1994 NSC recommends continued use of unapproved translations of NSC approved material with a disclaimer until such time as translation material is approved by NSC (NSC 94069). 10

Timeline 1995 Reaffirm a letter of license for the World Service Committee to use Timeline 1995 Reaffirm a letter of license for the World Service Committee to use the conference approved logo (NSC 95018). 1995 First use of WSO acronym in 1995 to approve WSO report. Intent: Start paper trail eventually leading to separation of WSO and Co. DA (NSC 95019). 1995 CSO refer all international inquiries regarding Co. DA to WSC (NSC 95050). 1996 Co. DA to pay WSO a fair percentage as a sales commission to Co. DA WS on all literature and books sold to groups outside US, not to include Co-NNections (NSC 96161). 11

Timeline 1996 WSO acting as alias agent for Co. DA, Inc. At 1995 Conference Timeline 1996 WSO acting as alias agent for Co. DA, Inc. At 1995 Conference all international operations were turned over to WSO without funding. Per motions of 19901993, WSO became a separate entity; on 2/13/96 incorporated (NSC 96161). 1997 No Conference motions concerning Co. DA WS. 1997 Board approves a letter of license for printing and distribution of Co. DA conference approved literature for England Australia; Co. DA book excluded (Board 97007). 1997 Board approved $250 for WSO postage and fees for International mailings (Board 97008). 12

Timeline 1998 Board approved written license to translate and publish Co. DA literature including Timeline 1998 Board approved written license to translate and publish Co. DA literature including authorization to give permission to print foreign language translations (Board 98004). 1998 Board motion: Co. DA discontinued the donation made to WSO because a. shortfall in Co. DA, Inc. revenues and b. licensing agreement created own revenue stream (Board 98016). 1998 Service Conference donates $5, 000 to WSO. 1998 Literature royalties sold outside of US go to WSO (NSC 98034). 13

Timeline 1998 Addendum added to licensing agreement to permit WS to print any language Timeline 1998 Addendum added to licensing agreement to permit WS to print any language outside US including English literature within the US and retain royalty (NSC 98035). 1999 Board decided all payments to WSO would cease pending review of 1999 financial outlook (Board 99019). 1999 To reduce the payment to WSO to match the percentage of Co. DA income; issue to be taken to NSC for final ratification (Board 99061). 2000 Board is happy to report $6865 was paid to Co. DA WS (Board Action Item 00054). 14

Timeline 2000 WSO reports 523 meetings world wide. Of these 230 are known to Timeline 2000 WSO reports 523 meetings world wide. Of these 230 are known to be active (NSC FYI 00039). 2000 WSO presents translation of DAA (Montreal Co. DA) “Group Guide” to NSC (NSC FYI 00040). 2000 NSC 2001 will be held in Montreal, Canada (NSC 00082). 2000 $16, 000 donated to WSO in two payments of $8, 000 (NSC 00088). 2000 Further amended to indicate that $16, 000 could come from restricted funds, if necessary (NSC 00087). 15

Timeline 2000 SSC and NLC review “Group Guide” and make recommendations on endorsement by Timeline 2000 SSC and NLC review “Group Guide” and make recommendations on endorsement by NSC (NSC 00095). 2001 $1500 donated to WSO by passed but unrecorded motion. 2002 Formation of Ad Hoc Committee to examine the relationship between World Services and Co. DA, Inc. (NSC 02059). 16

AHC Timeline Observations • Inconsistent actions regarding Co. DA global issues over time. • AHC Timeline Observations • Inconsistent actions regarding Co. DA global issues over time. • Lack of Co. DA, Inc. boundaries regarding WSO accountability of funds, project development, etc. • No well-defined or communicated plan developed to effectively address the Codependent Fellowship outside of the U. S. 17

Section III Follow the Money 18 Section III Follow the Money 18

Follow the Money 19 Follow the Money 19

AHC Money Observations • Data for tables was collected from Co. DA, Inc. financial AHC Money Observations • Data for tables was collected from Co. DA, Inc. financial • • records, as provided by A Counting House from 19972002. Total money disbursed to Co. DA-WS from 1997 -2002 is $48, 500. Avg. per year = $8083. 33. NSC Motions for donations to Co. DA-WS do not match the actual disbursements by Co. DA, Inc. Approximately $18, 000 more money was disbursed than what was indicated in the Board and NSC Motions. We are unclear as to why this is so. Monthly donations ($570) were paid and then increased to $867. 50 per month from late 1997 through all of 1998. 20

Section IV Corporate Bylaw Comparison Co. DA- WS and Co. DA, Inc. 21 Section IV Corporate Bylaw Comparison Co. DA- WS and Co. DA, Inc. 21

AHC Observations from Comparing WS Bylaws to Co. DA, Inc. Bylaws WS Bylaws • AHC Observations from Comparing WS Bylaws to Co. DA, Inc. Bylaws WS Bylaws • Do not discuss the purpose • Do not state non-profit • Do not list 12 Steps/Trad. • Do not say they work on behalf of the Fellowship. • No reference to spiritual nature. Co. DA, Inc. Bylaws • Discuss purpose of Co. DA • State it is non-profit. • List the 12 Steps/ Traditions. • Discuss doing things on behalf of the Fellowship. • References the spiritual nature of our program. 22

Co. DA-WS Co. DA, Inc. Fellowship cannot influence life-time appointed Directors Home Groups Community Co. DA-WS Co. DA, Inc. Fellowship cannot influence life-time appointed Directors Home Groups Community Service Groups Operating Committee State/Regional Board Fellowship 23

Section V A Comparison of the Process of Literature Approval by Co. DA-WS and Section V A Comparison of the Process of Literature Approval by Co. DA-WS and Co. DA, Inc. 24

AHC Observations Comparing WS & Co. DA, Inc. New Literature Process Co. DA WS AHC Observations Comparing WS & Co. DA, Inc. New Literature Process Co. DA WS Process Co. DA, Inc. • Only edits and approves for • Project is approved by cultural content not Co. DA NSC. content. • Project goes through • Does not go through group numerous group conscience processes before final NSC approval on a: – project level – committee level – Conference level 25

Section VI Legal Relationship Between Co. DA-WS and Co. DA, Inc. 26 Section VI Legal Relationship Between Co. DA-WS and Co. DA, Inc. 26

Legal Structures Co. DA WS • A Separate corporation incorporated February 13, 1996 • Legal Structures Co. DA WS • A Separate corporation incorporated February 13, 1996 • Acts as a licensed distributor of Co. DA , Inc. literature to other countries. Co. DA Inc. • A separate corporation • Has a licensing agreement with Co. DA WS to distribute Co. DA Inc. ’s copyrighted literature to other countries. • Has no other governing authority over Co. DA WS. 27

Legal Relationship Between Co. DA-WS and Co. DA, Inc. * • Neither is the Legal Relationship Between Co. DA-WS and Co. DA, Inc. * • Neither is the parent of each other. • Co. DA WS is not a subsidiary of Co. DA, Inc. • There is no direct legal relationship between Co. DA, Inc. and Co. DA-WS unless there is a written contract of agreement. *Information is from p. 2, para 3, letter to Co. DA, Inc. from Attorney John T. Gilbert, June 11, 2003 (see original letter in notebook). 28 (continued on next page)

Legal Relationship Between Co. DA-WS and Co. DA, Inc. * • “Therefore, unless there Legal Relationship Between Co. DA-WS and Co. DA, Inc. * • “Therefore, unless there exists some written contract** between Co. DA (Inc. ) and Co. DA World Service, Inc. , the only legal rights Co. DA World Service, Inc. has derive from the revocable authority delegated to it by the Co. DA National Service Conference. (**There is a license agreement between Co. DA -WS and Co. DA, Inc. ) • It has no legal interest in or authority over Co. DA, Inc. ” *Information is from p. 2, para 3, letter to Co. DA, Inc. from Attorney John T. Gilbert, June 11, 2003 (see original letter in notebook). 29

Legal Relationship Between Co. DA-WS and Co. DA, Inc. * • “In final analysis, Legal Relationship Between Co. DA-WS and Co. DA, Inc. * • “In final analysis, absent the existence of binding contracts which serve to define the exact relationship between the parties and as well define the term of any such relationship, • the relationship between Co. DA, ( Inc ) and Co. DA World Service, Inc is an independent arms-length relationship which can be terminated by either party at will. ”* (italics our own). *P. 3, para 2 , letter to Co. DA, Inc. from Attorney John T. Gilbert, June 11, 2003 30

Section VII Response to Questions From Special Remarks of AHC Motion 02059 31 Section VII Response to Questions From Special Remarks of AHC Motion 02059 31

1. If Co. DA-WS is a separate corporation, what ensures they will act with 1. If Co. DA-WS is a separate corporation, what ensures they will act with direction from the rest of the Co. DA Fellowship? • Nothing ensures it, except Directors of Co. DA-WS who are willing to follow the guidelines of the Co. DA Fellowship as expressed at a Service Conference. 32

2. Is Co. DA World Service, Inc. a subsidiary of Co. DA, Inc. ? 2. Is Co. DA World Service, Inc. a subsidiary of Co. DA, Inc. ? No 33

3. Who is the “parent organization”? • There is no parent organization. 34 3. Who is the “parent organization”? • There is no parent organization. 34

4. Is participation encouraged in both directions? • We think there may have been 4. Is participation encouraged in both directions? • We think there may have been at one time, but over the years the working relationship has eroded. There appears to be serious mistrust between both Boards. 35

5. What direction does WS receive in spending the funds provided by Co. DA 5. What direction does WS receive in spending the funds provided by Co. DA National and what direction does Co. DA National receive in spending funds from other countries? • There is no specific direction given to Co. DAWS in how to spend the funds donated by Co. DA Inc. to Co. DA-WS, Inc. • Co. DA, Inc. has not restricted any funds given Co. DA-WS for support of translation and printing literature. ( see motion NSC 00088). 36

6. If Co. DA, Inc and Co. DA WS are separate corporate entities, then 6. If Co. DA, Inc and Co. DA WS are separate corporate entities, then is Co. DA, Inc. technically endorsing, financing, and lending the Co. DA name to a related facility or outside enterprise? • Excerpted from Fellowship Services Manual Section 11, para 3: World Services Co. DA, Inc. (World Service), is a service board corporation that provides services to the Co. DA membership worldwide. These services include maintaining foreign mailing lists, distribution of starter kits to new foreign meetings, and assisting in literature language translations and responding to correspondence from countries outside the USA. Cont’d next page 37

6. If Co. DA, Inc and Co. DA WS are separate corporate entities, then 6. If Co. DA, Inc and Co. DA WS are separate corporate entities, then is Co. DA, Inc. technically endorsing, financing, and lending the Co. DA name to a related facility or outside enterprise? Cont’d • As a committee we have mixed opinions on this question. Some of us believe this is a violation of Tradition 7 and others believe this as an extension of Co. DA, although distant at the moment. The licensing agreement created a link between the organizations and gave permission for Co. DA-WS to use the Co. DA name and logo. Co. DA-WS can distribute Co. DA literature world-wide. There is nothing in the Co. DA-WS bylaws that prohibits Co. DA-WS from distributing other literature. 38

7. If Co. DA as such ought never be organized but may create service 7. If Co. DA as such ought never be organized but may create service boards or committees directly responsible to those they serve: • How does Co. DA figure this out? The Ad Hoc Committee report is the beginning of the process. NSC 2003 determines the next step in the process. It is ultimately up to the Fellowship. • Who is responsible to whom? Co. DA-WS has an ambiguous responsibility to Co. DA, Inc. based on the License agreement. Cont’d next page 39

7. If Co. DA as such ought never be organized but may create service 7. If Co. DA as such ought never be organized but may create service boards or committees directly responsible to those they serve: Cont’d • Who is serving whom? Co. DA, Inc. has delegated to Co. DA-WS the responsibility to serve the Fellowship outside the US. • Is Co. DA, Inc. serving a different Fellowship than Co. DA-WS? The guiding principles of the 12 Traditions of Co. DA, Inc. do not recognize political boundaries. • Are they responsible to different Fellowships? No. It is a contrived boundary to protect/control money, property, and prestige. 40

SSC Comment in Motion 02059 • The small size and lack of term limits SSC Comment in Motion 02059 • The small size and lack of term limits of Co. DA-WS can potentially keep participation by the membership extremely limited. This can insulate the Board from the Fellowship they serve, and it can become all too easy to dismiss without consideration any dissenting opinion or feedback that is unwelcome. Cont’d on next page 41

Ad Hoc Feedback on the Previous Comment • We agree the Bylaws of Co. Ad Hoc Feedback on the Previous Comment • We agree the Bylaws of Co. DA-WS do not permit the Fellowship to elect Directors and Officers; and there is a structure where individuals could perpetuate themselves. We believe new people in leadership positions are important for growth in the individual and the organization. 42

Section VIII The Traditions and Their Application 43 Section VIII The Traditions and Their Application 43

Tradition 1: Our common welfare should come first; personal recovery depends upon Co. DA Tradition 1: Our common welfare should come first; personal recovery depends upon Co. DA unity. • One unified structure. • One purpose and one fellowship. Anything that distracts us from singular purpose and fellowship doesn’t support Tradition one. 44

Tradition 1: Our common welfare should come first; personal recovery depends upon Co. DA Tradition 1: Our common welfare should come first; personal recovery depends upon Co. DA unity. • Co. DA unity means having a union of spirit and purpose. • Separating Co. DA into Political, cultural, or Language groups does not promote a unity of spirit and purpose. • Different By-Laws and organizational structures does not support unity of spirit and purpose. 45

Tradition 2: For our group purpose there is but one ultimate authority-a loving higher Tradition 2: For our group purpose there is but one ultimate authority-a loving higher power as expressed to our group conscience. Our leaders are but trusted servants; they do not govern. • The Board of Directors, the legal entity of Co- Dependents Anonymous World Service, Inc. is responsible for keeping the Corporation in existence and overseeing the work of the Officers and other appointed persons in the organization. (Copied from Co. DA-WS Website). • There are no term limits for Directors. • Co. DA-WS Directors are outside the authority of the "group conscience of the Fellowship. " If the group conscience of the Fellowship cannot change the leaders, then the group conscience is not the Ultimate Authority. 46

Tradition 3: The only requirement for membership in Co. DA is a desire for Tradition 3: The only requirement for membership in Co. DA is a desire for healthy and loving relationships. • This Tradition identifies the Fellowship. 47

Tradition 4: Each group should remain autonomous except in matters affecting other groups or Tradition 4: Each group should remain autonomous except in matters affecting other groups or Co. DA as a whole. • Tradition 4 lays the groundwork between autonomy and unity. • Co. DA WS promotes Co. DA unity by translating Co. DA literature, sending meeting information, and registering meetings. • Co. DA WS has demonstrated autonomy. 48

Tradition 5: Each group has but one primary purpose -- to carry its message Tradition 5: Each group has but one primary purpose -- to carry its message to other codependents who still suffer. • We are all bound together by one common responsibility: to carry the message to other Codependents who still suffer. 49

Tradition 6: A Co. DA group ought never endorse, finance, or lend the Co. Tradition 6: A Co. DA group ought never endorse, finance, or lend the Co. DA name to any related facility or outside enterprise, lest problems of money, property and prestige divert us from our primary spiritual aim. • Co. DA, Inc. endorsed, financed and lent the Co. DA name to Co. DA WS, “a service board corporation” as defined by the revised FSM, and did not perceive it to be an outside related entity or enterprise. • Co. DA WS in the Special Remarks section of motion 96161 defined themselves as an “alias agent for Co. DA… As per the motions of 19901993 NSC Motions at this point we became a separate entity” 50

Tradition 7: A Co. DA group ought to be fully self -supporting, declining outside Tradition 7: A Co. DA group ought to be fully self -supporting, declining outside contributions. • Beyond the scope of motion 02059. 51

Tradition 8: Co. Dependents Anonymous should remain forever non--professional, but our service centers may Tradition 8: Co. Dependents Anonymous should remain forever non--professional, but our service centers may employ special workers. • Beyond the scope of motion 02059. 52

Tradition 9: Co. DA, as such, ought never be organized; but we may create Tradition 9: Co. DA, as such, ought never be organized; but we may create service boards or committees directly responsible to those they serve. • Co. DA WS Operating Committee members are appointed, qualified, and terminated by the Co. DA WS Board of Directors. Ref Art VI of Co. DA WS By Laws 53

Tradition 10: Co. DA has no opinion on outside issues; hence the Co. DA Tradition 10: Co. DA has no opinion on outside issues; hence the Co. DA name ought never be drawn into public controversy. • This is not an outside issue. 54

Tradition 11: Our public relations policy is based on attraction rather than promotion; we Tradition 11: Our public relations policy is based on attraction rather than promotion; we need always maintain personal anonymity at the level of press, radio, and films. • Both Co. DA, Inc. and Co. DA-WS seem to be in alignment on this Tradition. 55

Tradition 12: Anonymity is the spiritual foundation of all our traditions; ever reminding us Tradition 12: Anonymity is the spiritual foundation of all our traditions; ever reminding us to place principles before personalities. • Co. DA, Inc. service positions are filled through an election process with term limits. • Currently, there are no term limits for Directors or the Operating Committee in Co. DA-WS. 56

Section IX Recommendations 57 Section IX Recommendations 57

AHC Recommendations • Fellowship determine how they want to • reach others who still AHC Recommendations • Fellowship determine how they want to • reach others who still suffer outside of the United States in a clear, consistent, safe, accountable and cohesive manner. Co. DA Inc. clarify a plan and structure to implement world-wide communications and outreach for the Fellowship. 58

AHC Recommendations cont’d 3. The language of Co. DA, Inc. needs to be changed AHC Recommendations cont’d 3. The language of Co. DA, Inc. needs to be changed to embrace all suffering Codependents worldwide. Co. DA Inc. does not recognize political boundaries, only inter-group or regional/state boundaries created by the Fellowship. 59

AHC Recommendations cont’d 4. Professional management oversight is needed for the Boards of both AHC Recommendations cont’d 4. Professional management oversight is needed for the Boards of both organizations, Co. DA, Inc. and Co. DA-WS. Expertise is needed in creating, managing, and executing business practices, accounting, business processes, and technological advances. 5. Co. DA needs to attract and support suffering Codependents without competing between politically or culturally defined support organizations. 60

AHC Recommendations cont’d 6. Creation of a “Trusted Servant Guidebook” (a Fellowship Service Manual) AHC Recommendations cont’d 6. Creation of a “Trusted Servant Guidebook” (a Fellowship Service Manual) for Committee and Board members serving the Fellowship of Co. DA, Inc. and Co. DA WS. 7. Co. DA WS leadership positions be elected by the Fellowship. 61

AHC Recommendations cont’d 8. Revenues from the sale of literature and 7 th Tradition AHC Recommendations cont’d 8. Revenues from the sale of literature and 7 th Tradition donations should be used throughout the world Fellowship to carry the message. 9. Protection of Co. DA copyrights must be pursued jointly by Co. DA-WS and Co. DA, Inc. 62

Possible Options Option A • Co. DA-WS becomes a mirror organization of Co. DA, Possible Options Option A • Co. DA-WS becomes a mirror organization of Co. DA, Inc. following the same structure and processes of Co. DA, Inc. – a. Using Co. DA, Inc. procedures to approve new literature from other countries and translating literature into other languages – b. Using Co. DA, Inc. Bylaws and making synchronized changes in Co. DA WS Bylaws. – c. There would be Annual funding of Co. DA-WS just as if it were a committee. All revenues would be received by Co. DA, Inc. for disbursement. 63

Possible Options Option A cont'd - d. The functions of Co. DA WS would Possible Options Option A cont'd - d. The functions of Co. DA WS would remain the same with steady funding available to support the needs of the World Fellowship. 64

Possible Options Option B • Restore Co. DA, Inc. to an International organization as Possible Options Option B • Restore Co. DA, Inc. to an International organization as originally conceived. – a. Take on the functions and Fellowship Services current provided by Co. DA WS – b. Withdraw the authorization to use the Co. DA name and distribute copyrighted literature. – c. Withdrawing any future financial support. 65