General Service Board and Bylaws – A.A. Service Workshop – Part 1 of 2 – Billy N.

Good evening, I'm Billy. I'm an alcoholic. Welcome, everyone. Sorry about last week. Some of you might have saw what I wrote. I flew into one airport, but my commitment was an hour away in a different time zone. So I messed up. I shorted myself one hour in the day. um i do want to let everyone know that we will be talking about the bylaws of the a grapevine board tonight um which i know is horribly exciting um but we do want to get it out there and then if people would send me a note i would appreciate it even a text i mean a just a chat but we are gonna start a new series and that series um will start um next monday night the second of march hard to believe it's the second in march already um so it will start with the traditions um and it'll be like normal like listen we've gone through the whole service manual the recordings get listened to everywhere i see the numbers but um when we go to the traditions a lot more people are going to join for sure um not everyone is as crazy as all of you who want to hear about the bylaws of the general service board and the difference between the original conference charter and the current conference charter whatever else but um the one thing i want you to tell me in the chat is it's just a request from some people on the west coast um they would love if this started at nine o'clock and not 8 30 eastern time they would love if it would be not at five o'clock or 5 30 that time at six o' clock um but listen send me your chats and tell me what you what you think um we're never going to keep everybody happy and the recordings make it so that we don't have to keep everyone happy because we know that's impossible in aa anyway so the recordings is kind of like a safeguard against keeping everyone happy um i would say that i hope everybody knows that the final conference agenda i believe every delegate has it i can't speak for every delegate but my delegate has it i know other people's delegates have it um i believe some of the background is out maybe not all of it because some of it is going to take a little more time but um please be in touch with your dcms and your delegate um get a copy of that um find out how they review it um it's different in every different corner of all 93 areas um my delegates doing a thing on zoom for like a week like every night like going through the committees or having people go through the committees um but everybody does it differently um but uh i was at narasa this weekend obviously a lot of people talking about the fifth edition of the big book obviously a lotta people you know i wanna say they're taking 30 stories out that are currently in it um that's a little uh but um listen there's lots to discuss um and i would point out that when the plain language big book was approved sometimes people say the board never listens or never hears anybody or anything else and that's just simply not true you might not get your way but sometimes you know they do listen and they do hear and one of the things i heard that just made me happy was that instead of having a reading room with very little time for delegates to read there is going to be a way for delegates to read in a confidential manner um the draft and and that's because people spoke up about you know what they didn't think was fair with the plain language big book and i'm not even saying it wasn't fair i'm just saying that people spoke up and you know um the board does listen and the board does hear people and that does not mean that I agree with everything with everybody in AA because I don't but it does mean that like you can have an open mind and you can change is not impossible and there's not some big evil conspiracy against the groups um I was very happy and uh heard some of the financial news reported while the financial news itself might not be good it was good to hear that there's some changes being made going forward and um the board is concerned about the level of the reserve fund and I'm only telling you all those things so that you do your own homework um so that you can ask your delegate as many questions as you want so that your group feels like they have all the information. So with that, page 152 of the current service manual, it is Appendix Q, as in Queen, the bylaws of the AA Grapevine Inc., um it's funny because um we have three corporations as all you know and from a hundred thousand feet before we get to the grapevine corporation let's just talk that we have the general service board inc the aa world services corporation inc and a grapevine inc three corporations the trustees are the um members of all three corporations not the directors the members look at member is like partial owner like those trustees are the partial owners with the other trustees of each corporation and each corporation is a standalone individual cooperation it's not owned by any of the other corporations it just happens to have common ownership because the owners of the aa grapevine are the same as the owners or the a world services corporation as the same are the general service board of alcoholics anonymous inc um somebody was asking me this weekend um you know how do we get to this point where we have these three separate corporations and why aren't they owned by the general service board anymore and why are um why are they individual corporations why can't they just be like a general service board and two subsidiaries um and those were all valid questions and you know a man that's not alive anymore i wish he was but he's not um michael alexander he was a past class a trustee he's a past chair of the general service board um probably also unique about michael alexander is he was bernard smith's law clerk early in his legal career so his his connection to alcoholics anonymous goes way back in his early days as a young lawyer and even before he was a lawyer when he was the law clerk um so we knew bernard smith well um michael alexander also had a great sense of humor um one time he said to me he goes i've spent a lot of time around aa people he goes aaa people will get on your nerves he said i could perhaps become the first person that was a class a trustee that as a result of service and alcoholics anonymous became a class b which i thought was pretty funny you know um he had a really good sense of humor he was a brilliant lawyer partner at a big firm in new york um at the end of his career and he dedicated a lot of time to alcoholics namas but he also had a lot of information about the early corporate structure which was very interesting and so before we get to the grapevine i just want to explain that because people ask why did we do this why did We do that a current doesn't really make sense and sometimes the spiritual and the legal are not the same um so one of the things that he explained is that the hard job of being one of AA's lawyers before he was a trustee is lawyers are ethically bound to give their clients the best legal advice, not the best spiritual advice. So when they were designing this corporate structure and a lot happened between the Alcoholic Foundation becoming the General Service Board, than AA Publishing Corporation becoming AA World Services. And then, of course, we have the AA Grapevine Corporation. It's important to start with... You know, Michael said that by the time it became in the mid-60s, early 70s, no one ever expected that AA's service office would have so many employees. by the time we got to 1993 94 we had like 110 employees today we have somewhere between 90 and 100 but we had 110 employees going back uh in the early 90s and so when they built this pension program they obviously were going to have um things to do that they didn't have to do in the past, some problems, some solutions. But now they were going to have a pension program, an old style defined benefit pension program for all of our employees, which makes sense because we should treat our employees well. And going back then, defined benefit pension was the way to do that. So one of the problems with the legal versus the spiritual michael alexander had told me was that you had this reserve fund and if aa could never make its pension payments would the reserve fund be used to make the payments or to transfer money to the pension plan um And Michael said that, you know, the lawyer's recommendation was that the reserve fund be under the tax ID number of the General Service Board. That it be separate from the corporate money of either AAWS or the AA Grapevine. Now what's interesting about that is when you look at the name of the old retirement program that's still around today, remember, every employee that started before January 1st of 2013 is in the old defined benefit program. So we have people who are retired, who are collecting their pension out of that. And we still have some employees who work at the office 13 years later, who started before Jan 1st, 2013. The pension plan is called the pension plan of AA World Services and AA Grapevine. The retirement committee is called the retirement committee of AA world services and AA grapevine. So why is that? Well, number one, the general service board has no employees. That tax ID number has no employees now i know there's some people here or some people who will listen who are next level a service people to the 10th hundredth power and they have looked at the 990s online and they've looked at all kinds of public records so yes if you have seen a tax return for the general service board of alcoholics anonymous inc it asks list your top five employees top five paid employees and the general service board lists people so some people come back and say you see they do have employees well Now, that's on a cost allocation basis in generally accepted accounting practice principles to allocate certain employees between AA World Services and the General Service Board. But that's just an allocation of revenue and of expense. the general manager usually shows up on both tax returns a world services general service board of alcoholics anonymous inc but if the general manger ever filed an unemployment claim it would be the tax id number of a world services that paid that unemployment claim if somebody gets hurt in the office and has a workers comp claim it's the workers comp policy of the tax id number of a world services so this thing with the reserve fund was to park money away from the two service corporations that would be under the guidance of the trustees because they're directly elected by the fellowship now if you have a 12 and 12 in front you or if you can quickly turn to the page of uh in your service manual of the aa long form of traditions it's really important um to really be familiar with tradition nine and um it's funny because there's somebody in this meeting who has sometimes said the same thing that other people i know say and sometimes i say which is it's convenient in aa to say we have 36 spiritual principles 12 steps 12 concepts 12 traditions it could be however argued that what we really have is 24 spiritual principles and the concepts have amplified specifically tradition two and tradition nine tradition nine when it comes to our corporations is super important in the short form you would never get this because um the short from talks a lot about least possible organization and rotation but when you go to the ninth tradition long form it says each a group needs the least possible organization rotating leadership is the best the small group may elect its secretary the large group its rotating committee and the groups of the large metropolitan area the central intergroup committee which often employs a full-time secretary and then we get to the important really meat of the long form of tradition nine in relation to our corporations because it says the trustees of the General Service Board are in fact, in effect, our AA General Service Committee. They are the custodians of our AA tradition and the receivers of a voluntary AA contributions by which we maintain our AA general service office in New York. So while we can say we send money to GSO, we're really sending money to the General Services Board because they're the duly elected, spiritually elected representatives of the fellowship. And so the general service board then gives money to AAWS to carry out the service functions. But at the end of the year, if there's anything extra there, it goes back to the trustees, to the general services board. And it goes into the reserve fund, which is in a tax ID number that is associated with the General Service Board, not with AAWS or AA Grapevine. So same with the AA Grabevine. If they have too much money at the end of a year, the surplus goes back to the General Service Board and into the Reserve Fund. now what the lawyers were trying to do is kind of trying to protect that reserve fund legally and i want to stress that because michael alexander told me this he said billy this was legal in that if the pension or aaws or the aa grapevine ever blew up this money would be over there walled separately apart and maybe an argument could be made that the trustees could use this money to reform a new corporation or protect that money somehow now michael alexander said but spiritually aa would never let that happen spiritually they would say we owe the money in aaws or a great fine we got to pay those bills which i'm not arguing with his logic i think spiritually we're a pay your way kind of organization however when he explains it why was it put separately in a different tax id number with the trustees it's because that was the best legal advice the lawyers could give in setting up these corporations but that doesn't mean spiritually we can't do something else if it came time to pay the piper so that's why we have these three corporations it's because very well-paid good corporate lawyers set up this corporate system so that we'd be as well protected as any other organization. So we get to Appendix Q, the bylaws of the grapevine. I want to read the... It says, The business offices of this corporation shall be located at such place within the city of New York as may be fixed by the board of directors. The corporation may establish and maintain offices in any of the states of the United States, possessions, cities, towns therein as from time to time to be appointed by the board of directors. And then it talks about the corporate seal. Every corporation has a corporate seal hardly anybody ever sees it, doesn't matter how small you are, how big you are you register with the state, you can get a corporate seal. But article 2 is where it gets important and where it get's confusing if any of you ever get on the report and charter committee or ever become a trustee or a non-trustee director i'm just going to throw out a simple suggestion maybe it never happens but article two starts out by saying members and meetings of members it's very confusing to the average aa person in service who's not been aware of our corporate structure because one could say oh doesn't that isn't a non-trustee director a member of the grapevine board no a non-trustee director is not a member with a capital m they're a member of the great fine board of directors but not a number of the grapevine corporation i just wish that there was a little footnote or a little note to the side that kind of made that clear to people in service because it's so hard to wrap your head around So, it says the membership of the corporation shall consist of those persons who are the members and trustees of the General Service Board. That's who are members of the AA Grapevine Corporation. No one shall be elected to membership in the corporation nor shall such person continue as a member of the cooperation unless such said person shall contemporaneously serve as a Member and Trustee of the general service board. that's why the election Bernard Smith and the early lawyers were so smart think about this the Wednesday usually at the conference is when trustees are elected regionals at large but also when the whole list of trustees is elected not legally, but spiritually that's how you become a trustee when the conference approves the slate of trustees and sometimes a regional or an at-large is elected at the conference and then on saturday after the conference usually the general service board has a meeting where they have the legal election to become a member of the general service board corporation but listen to what this says no one shall be elected to membership in the corporation nor shall such person continue as a member unless said person shall contemporaneously serve as a member and trustee of the General Service Board it's such an important line because if the conference doesn't elect you on Wednesday, you don't qualify to be legally elected on Saturday. You have to be a trustee contemporaneously. The other thing is our terms of office. Take the Class B four-year term. If you decide you want to stay for an extra year, it won't work. Even if legally the board wanted to make you one, after that Wednesday meeting by Saturday, you would be no longer a trustee. So you wouldn't be eligible. You wouldn't become a trusteer. You wouldn' t be contemporaneously at that time a trusty. You would be done. So it's very smart writing there. It says rights of members in number two, the right of a member to vote and all of the members right title and interest in the corporation or its property shall cease upon termination of membership. No longer a trustee, no longer a member of the grapevine corporation annual meeting. now I have said this so many times because it's so confusing but some people get so interested there is only one place to see in writing what we're going to read right now in the annual meeting because it is called an annual meeting that implies it only happens once a year the meeting of the members of the corporation only happens once a year usually unless there's an emergency meeting so again I will go through just kind of slowly at that general service board meeting after the conference the general service board of alcoholics anonymous inc the old board the one that was just at that conference opens up a meeting at that meeting they will suspend it and they will open up a meeting of the members of the a world services board it's kind of like the most schizophrenic two hours in the history of alcoholics anonymous because remember we're talking about the same people they're just putting a different hat on when they go into that meeting they're acting as the general service board of alcoholics anonymous inc and they open that annual meeting they then suspend that opening meeting and they elect the members uh the directors of the aa world services board acting as members of the AA World Services Corporation. They then closed that meeting of the AAA World Services Corp. and they opened a meeting of the EA Grapevine Corp., so now the same person is now putting on their third hat of the day. They went into the room and they first raised their hand and voted in the legal entity called the General Service Board of Alcoholics Anonymous, Inc. That meeting went into temporary suspension and a meeting of the AA World Services Corporation was opened. The directors of the corporation for the next year were elected. That meeting was closed. A meeting of The Grapevine Corporation was open. Those people now put on their third hat of the day. they elected the directors of the a grapevine board for the next year they then closed that meeting and then reopened the meeting of the general service board and even though they still have the hat on they had the first time i call it hat 1b to make it even more confusing because now the general service board has to elect legally the general service board for the following year. So use me as an example in 2017 I walked into that room a current general service trustee and at the time the chair of a world services i took part in the first part of that meeting and then they went into suspension they opened up a meeting of the a world services corporation which i'm still a member of and i voted for the directors for the next year they then closed that meeting and they opened up a meeting of the aa grapevine corporation and i'm still a member of the a grapevine cooperation and so i voted for the new directors for the next year that meeting closed the general service board reopens their meeting And now we elect the trustees for the next year, where I raised my hand, basically removing myself. Now, my replacement, because he was a non-trustee director, was in the visitors section of the room. once that vote was over i got up from my chair turned around shook hands with david n and he took my seat and i went to the visitors section the only way you could see that in writing is to your delegate after the conference usually sends out the advisory actions the additional considerations it's not every year but most years they send out committee recommendations that did not receive two thirds. Some years they send out a PDF of committee recommendations that received more than 50%, but not two thirds, but those are the common documents that the delegates will send out to their area but one of the things that the delegates can also get is the minutes of the membership corporations for those annual meetings the general service board part one and part two and both meetings of the a grapevine corporation and the aa world services corporation but unless there's an emergency meeting during the year that is the only place you're going to see those members acting as members because as per concept eight part b remember the beginning of concept eight says the trustee's job is to manage administer but part b says they exercise their custodial oversight by election of the directors of these corporations. So we're really talking about concept A, part two, part B, the election of the Directors. The only place you're going to see that is in those annual meetings. The only time you'll usually see an emergency meeting of one of the affiliate board corporations, the members, is if there's a question about somebody who passed away or is sick and they need to fill in a director, they need to have an emergency meeting of the corporation. In the possible removal of a trustee, um there has to be an emergency meeting um so other than that you're not going to see a meeting the annual you're Not Going To See meetings of the members of the gen of the a world services and EA grapevine so it talks about the notice of the annual meeting in section four um and that has to go out section five talks about special meetings it says special meetings of the members other than those regulated by statute may be called at any time by the chair of the corporation a special meeting may be convened by members entitled to cast 10 percent of the total number of votes entitled to be cast in such a meeting who may in writing demand a call for a special meeting, so that means you only need 10%, not of the board of directors, but 10% of the trustees, of the members of the corporation to request a special meeting if the chair refuses to have one. Section six goes into notice of special meetings and how that has to happen. And then we get to section seven. A lot of people have no idea this exists. Section seven, proxy. Remember, we're talking about not a meeting of the board of directors, we are talking about a meeting of the members. It says a member may authorize another person or persons to act for the member as proxy by providing such authorization in writing, including God, we say we're so modern and you can still fax it, including by face my face my face smile or electronic mail to the person who will be the holder of the proxy provided that any such authorization by electronic mail shall set forth information for which it can be reasonably determined that the authorization by electronic um mail was authorized by the member if it is determined that such authorization by Electronic Mail is valid the inspectors or if there is no inspectors such other persons making that determination shall specify the nature of the information upon which they relied so you could have a proxy vote at the membership cooperation meeting section 8 is decorum at any meeting of members again the capital m is the giveaway we're talking about the owners of the corporation a majority of the members present in person or by proxy shall be a quorum for all purposes except as otherwise provided by law in the absence of a quorum or when a quoram is present a meeting may be adjourned from time to time by vote of the majority of the members present in person or by proxy without notice other than the announcement at the meeting and without further notice to any absent member at any adjourned meeting at which a quora shall be present any business may be transacted which might have been transacted at the meeting as originally notified so that means if you would join adjourn the special meeting you don't have to get meet the notice requirements for when that notice goes back when that meeting reappears section 9 goes into waiver of notice very legalistic about how can you waive notice and and the way this looks in the real world is we know we're supposed to have um this many days but we're all agreeing that we don't need that many days and then section 10 is the order of business at the annual meeting a reading of the minutes of of the previous meeting so that would be last year's annual business meeting minutes not the board of director minutes report of its officers which is usually very quick election of directors consideration of budget communications on fitness business this is a very quick meeting during the board section of the general service conference after the conference it's very quick article three is about the directors it says the use of the term entire board herein refers to the total number of directors entitled to vote that corporation would have if there were no vacancies the business's affairs of the corporation shall be managed and controlled by a board of not less than seven nor more than 10 so currently the grapevine board has been operating with 10 for a long time but it doesn't need 10 now again if you're into a little trivia going back to the last financial crisis the remnants of 2008 2009 if you look at the grapevine profit and loss between 2011 and 2017 it was profitable it did not lose money one of the things that was done is two non-trustee director spots were made to go vacant for two years the trustees nominating committee did not pass the names on the conference they said the grapevine does not need these two extra people we're going to save the money there was a lot of heartache around this i was a non-trustee director so i didn't have a dog in the fight none of my business what the general service board did at that time but they did hold back two positions but it's because the bylaws give them that flexibility it says the number of directors within such range may be set from time to time by resolution of the members provided however that the members shall not have the power to reduce the board of directors to fewer than three persons nor shall it have thepower to decrease the number directors so as to shorten the term of an incumbent director if the members have not set the number directors by resolution then the entire board shall consist of the number of directors within such range so once you're elected the directors can't even remove you only the members of the corporation can and then we get to this second paragraph in section one which is kind of all about how does the general service board keep its hands in these affiliate corporations because remember, we have three non-trustee directors. They're not on the general service board. They are not trustees. We have an executive editor, publisher of the grapevine. That person, he or she is not a member of the trustees. So how do the trustees make sure? And so it says here, at least four members, at least for directors shall be members of the corporation. so that means at least four of the directors on the grapevine board have to be trustees at least two of whom shall be class b trustees of the general service board so it's going even further it's saying two of the four that are required even though the grapefine is operated with five they've put a class a there but it's seeing two have to have a say in the class b that the fellowship has to have their say on the grapevine board it says the directors shall be elected for a term at one year at the annual meeting of the members and shall serve for the term which shall have been elected and until their successes have been chosen and qualified so even though a non-trustee director is selected for a four-year term their legal term is one year and each year the members of the corporation re-elect you to your term which can be not more than four section two is all about the regular meetings it says that the regular meeting of the board of directors immediately following each annual election of directors the newly elected directors shall meet at the principal office of the corporation for the purpose of organization the election of offices and the transaction of that business this has always been something that's bothered me i wish it would be changed in how we describe it because this is not what we do what i just read to you is the newly elected directors so now picture this you're at the hotel the general service board meeting and the annual general service board corporation meeting is over the new directors of the AAWS board and the AA Grapevine board have been elected now AA Grabevine and AAWS have their own meetings this is what it's talking about right there and it says for the purpose of organization the election of offices and the transaction of other business. Well, we don't elect the officers of AWS and AA Grapevine. They are predetermined by a spiritual rotation that goes from one year a general service trustee to the next year a regional trustee. So when I became a trustee in 2013, my first year as trustee, I served as the treasurer of AWS because the chair was a regional. which that meant that the next year i would be the chair of aws and a regional would then be the treasurer of the aws board i've never i just don't personally like rub a stamp elections like why have elections why don't we just put it in writing that that's what we do um i don't like making someone vote because we still have the election in the meeting we still know all those in favor of william to be chair everybody raises a hand i know of one or two times where one of those corporation meetings has blown up where somebody did not want to follow the rotation I would argue, just my humble opinion, in today's complicated, complex world that we live in, I get the rotation. It's to let as many people be chair of an affiliate board as possible. The way it works out is 50% of the regional trustees under the current system will chair one of the affiliate boards, AWS or AA Grapevine. And 50% of the regional trustees, depending on when they rotate in, will not serve as chair or treasurer of the AWS or EA Grapevine board. And I get the whole regional to general service trying to keep everybody happy that it's not like this, you know, Illuminati committee that's running AA. I get that. I get it. But I have served twice as the chair of AWS due to a death. And I would tell you that because of how complex the world is today and because of however big our organizations are dollar-wise, a $22 million, $20 million corporation on the AWS side, a multi-million dollar corporation on the grapevine side a retirement plan with the tens of millions of dollars in it i think it should be a two-year term and i think the board should be able to elect their best person for that affiliate board um you're already drinking from the fire hose enough but i'm just letting you know that it says election there really is no election um section three and four talk about the special meetings section five you can tell when this was written definitely pre-covid participation by meetings by conference telephone in connection with any meeting of the board of directors or any committee any director any member of such committee may participate in the meeting by means of conference telephone or similar communications equipment or by electronic video screen communication provided that all participating the meeting can hear each other at the same time and each director can participate in all matters before the board of committee so we do have it in there that people can participate and even i don't care if you use webex zoom go to meeting whatever your fancy is um it would meet the definition of telephonic conversation conference chair of the meetings at the meetings of the board of directors the chair of vice chair or in their absence a pro-term chair chosen by the directors shall be shall preside this was put in in 2000 i want to say 14 or 15. this is not how this used to read and not how um um uh aws used to read it used to be that the president of a world services who is the general manager would step in in the boards in the board chairs um absence and the executive editor publisher of The Grapevine would step In in the exit in the in the absence of the grapevine board chair but in the early 2000s leading to 2010 and 11 new york state law changed by the way that law is not called the non-profit law it's called the not for profit law each state kind of has their own label but there was a ceo president of a non-profit in new yark that got themselves into trouble financially and the state changed the law on who can be the chair of a non-profit board it cannot be an employee so each corporation had to put a vice chair in their elected officers um and then change the succession which it is here so the way that would work it would be the vice chair if the chair wasn't there and in their absence a pro-term chair chosen by the board of directors but the person chosen could not be an employee because that would violate the not-for-profit new york law and that's why i became one of the first people in a long time to chair the AWS board twice because Joe Downey had been ill. And in my last year as a trustee on the AWS Board, he said, Billy, I'm sick. I might miss a meeting or two. I'm going to have you be the vice chair. And then in December of that year, he passed away. If that had been four years prior, the GM would have stepped in until the conference and chaired those meetings. Quorum at all meetings of the Board of Directors, a majority of the entire Board of Directors, provided that at least one of the directors present is a member of the corporation. So to be a quorum of the board of directors, not only it is the majority ofthe board, but one of them has to bea trustee. so there's a little safeguard there it could not be a meeting of just non-trustee members of the board um it says except as otherwise specifically provided by the statute if any of the meetings there is less than a quorum present a majority of those present may adjourn the meeting from time to time from further notice without uh notice to any absent director so it goes into vacancies how we handle vacancies they happen usually the chair of the general service board will talk to the chair of the affiliate corporation they'll look at what other trustees are available who are not serving on a corporate board at the time and put their name forward to go forward um if it's super close to the conference they may go without um let's see powers it talks about the powers that they have vested in the state um it goes through all the officer positions um and what they do um the president is of course in the grapevine the executive editor publisher of the grapevine board it goes through all the committees um i want to just jump quickly because that stuff is pretty self-explanatory but i'll take questions on it but i want to go to indemnification um article six um so um article six is about that we're not going to ask you to serve and your house or your assets are going to be at risk, that us and our insurance policies are going to fully indemnify anybody who serves as a director on one of these corporations. Or if we get involved in a civil suit, be involved in that. That our legal bills would be paid if it had to do with our official capacity as a director. Article 7 talks about contracts and who can execute them. Article 8 talks about the budget. it. I did see a question or two, so I do want to go to them. Okay. Can the conference change the bylaws of any of the boards? I thought I read that the conference has to approve the changes in the bylaws awesome question i didn't even see who asked it great question this is an easy answer but it is a pet peeve of some people in the fellowship right now so the by-laws of the general service board cannot be changed by the general service board per the conference charter the conference has to approve changes to the bylaws of the general service board the conference does not have to approve changes to the by-laws of the aws corporation or the a grapevine corporation however the general service board is the only one who can do that because they're the members not the directors only members of the corporation can approve the bylaws some people feel that we shouldn't have any kind of echo chambers in alcoholics anonymous that if the by-laws of one of the affiliate corporations are changed even though the conference doesn't need to approve it there are many who feel the conference should be made aware the conference members should as a person who's been a trustee and a chair of aws and the chair of the trustees nominating committee i would think that it would be good practice if the bylaws of the aws board or the a grapevine board corporations are changed those changes should be sent out at least to all the delegates so they have an idea of what is going on but that is the current rule the conference only has to approve changes to the general service board let's see you called the rotation a spiritual rotation predetermining between regional and general service trustees i'll plead guilty to that let's see you mentioned the risk inherent in one-year terms for parity or equitable reasons i always struggle to reconcile that predetermined rotation with concept 11. well me and this person are in the same boat and then he sends a quote the composition of these underlying committees and service boards the personal qualifications of their members the manner and induction into service the systems of that rotation the way in which they're related to each other the special rights and duties of their of our executive staffs and consultants together with a proper basis for the financial compensation of these special workers will always be matters for serious care and concern and she can you share on the reason we don't let each board choose the best available and if they choose to allow two one-year terms so i'll give some history prior to like 1989 all general service trustees had to live within driving distance of new york at that time they were referred to as in town trustees if you go back further what we call a trustee at large today was the general service trustee well what we called a general service trustee today was one time an at-large trustee we only redefine this when the World Service Conference came along and we wanted people to be our delegates to the World Service Conference, one from the U.S. and one from Canada, I have requested from archives a million times, I often say our minutes are good, but the reason we should always document old timers in recovery and past trusted servants is because often the most important parts of the conversation are what's not documented. We tend to document minutes and seconds and what was approved, but not the thought process that got us there, which is so important. So for those of you that might not know, there are some people in the fellowship that hate the kind of non-trustee director and general service trustee i am because i got to serve to eight years and then you could expand that because i was an appointed committee member for four years so i'm really from the illuminati okay i'm real part of this big conspiracy to control alcoholics anonymous which is so funny um because i never saw it firsthand do i see people that sometimes are aligned with each other of course but i've never seen this kind of general service trustee versus regional trustee in fact without anybody getting mad at me based on when i was on the board in the last couple of years i see more regionals who are acting like general service trustees used to act or what they're accused of acting like um the the reason for the regional versus the general service trustee was to make sure that was not some kind of entrenched leadership that the fellowship knew that the regions because they elect directly the well they don't like directly with the trustees but they take part in it directly it would be a way so the fellowship knows at least every year a regional is chairing one of the affiliate boards but you know I can, you know, give you a lot of quotes. You know, if you serve on the General Service Board and never go to an AAWS or an AA Grapevine board meeting, there's so much information you're not hearing. Regional trustees serve their second and third year, usually in a proper rotation on one of the corporate boards. They kind of parachute in and parachute out their second and third year. And somebody who only serves on that board for two years is going to be the chair usually for one of those years, half of the regionals, depending on the rotation. So I get the parity thing. I just don't know if it's best for the fellowship. i think it's become so complex um that why can't the board elect their own chair why tell people who to vote for and two years i think would bring some continuity to it i mean the real reason and listen i'm open-minded i don't want to get rid of general service trustees and non-trustee directors obviously i was one um but there's a real purpose for those because you have to have been a non-trustee director to be a general service trustee the institutional history that you bring to that board is paramount like you've been there consistently you can tell somebody why we were thinking about this two years ago if they change it to three and three that wouldn't be the worst in the world to me um but not get rid of them um i do think you know as i read that section from the concepts you know it would be good to let a board chair of the one of the corporations have two years um the general service board chair serves for four and can be a b or an a so um we currently have a b um who wasn't that large um so i don't know all the people i've talked to most of them are not alive anymore but the gift of being young and being active in service in the 90s and a delegate 99 is i knew the michael alexanders and the jim estelle's and the gary glenn's and the george dorsey's and all of them and you try to talk to as many of them as possible is it really was to be sensitive to the fellowship not thinking that there was some kind of entrenched leadership but sometimes the good is the enemy of the best as we all know what were some of the concerns people had with having two less directors to save money well it had already been announced that those two people were selected by the grapevine board um or not announced but people knew um people thought we loved the term spiritual parity that there should be spiritual priority between the aws board and the a grapevine board when i'm not saying how it was handled just because something is proper legally doesn't mean it's the right thing to do. I'm not sure it was handled the right way. Handled the right way probably would have been making that decision before we put those two people through the interview process and selected them and told them they were selected. That probably would've been the proper way to do it. I don't worry about parity because AWS is five or six times larger revenue-wise than grapevine it makes sense that it might be a little larger but um that did happen um that did happened at the conference for sure um it came up at the conference and um that was right around the year of the plan which that could be a whole other workshop so i'm not going to go into that but let's see the next question am i finished with the financial reporting piece from a couple of weeks ago someone is going to have to tell me what they mean by that do you mean the last quarterly financial report that was sent out by the board whoever the person who asked that question please let me know what you mean no what do you mean the financial reporting piece from a couple of weeks ago i mean i would ask tell everyone that you know get a copy of the quarterly financial report january's isn't out yet which would be the fourth quarter but the third quarter one is out there's for sure some interesting information in there um i've heard some questions recently i was at narasa i was that the southeast delegates gathering and some other service events obviously we had a lodge we have i guess the good news of the plain language big book is we sold a lot of them that's awesome whether you like it or hate it we sold them the bad news is we didn't pay our printing bill so um the outstanding accounts payable is very large in those uh last quarterly financial reports that were released which is why there was an emergency meeting of the general service board in december to approve another 750 000 drawdown to the reserve fund um at the last event i was at they did not use the whole 750 they used 500 and something thousand of it um Um, I think the questions I've heard recently, the reserve fund balance that was sent out to all the delegates is the cash balance as of November 30th. um not as of december 31st um however it has no asterisk or footnote on it and if you're like me and you're a big believer in this book boards that make a difference um i just happen to have it there because another board that i'm on we're reading it again um some could easily argue that sending that reserve fund report out with only putting the cash balance and not footnoting it that further withdrawals have been approved but have not been taken out yet that is not the most transparent thing in the world if the cash report says this 5.8 or six months because that's how much cash is in there but we have withdrawal approvals that would significantly lower that amount of months it seems to me in this age of transparency that might be something that we that i hear people talking about and i could understand why um but uh like i said um aws is going to meet a few times virtually the board has actually made an expense line for the reserve fund in other words they're not going to wait till the end of the year they're going to actually budget money every month as if they were paying a bill to go back into the reserve fun so those are all very very positive things okay is the conflict of interest a thing with the legal members does this limit what they can get into in their professional lives if they end up becoming a member maybe in things like publishing video production and other things great question it is very common in some late in some states the law that every member of a non-for-profit board of directors has to fill out and sign a conflict of interest document even for member many profit corporations it does not tell you what you can do for a living what it is concerned with is do you individually or do you work for a company or serve on the board of the company or on the officer of a company that has financial interactions with the corporate board that you serve on it doesn't mean you can't do it but it does mean that the other board members have a right to know and it does means that you'll probably have to recuse yourself if you work for a company that's doing business with the general service board aws or grapevine that you would have to recuse yourself on votes that affect that company um but there is nothing i've heard some comments um there is nothing out of the ordinary about a member of a board of directors signing a conflict of interest and there's nothing out of the order about somebody actually listing that they have a conflict um not listing it is the big mistake so would you then have to break anonymity with the other conflicted board professions you are in no again it's not for the profession it has nothing to do with what you do on the outside It has to do with you sitting on the board of AA Grapevine, AWS or AA Graepfine or AA General Service Board. You need to sign a conflict of interest for them and you need to let them know about it. I will sell you this though. You will lose some of your anonymity if you serve as a trustee or a member of the board or directors of one of the corporations because your name will be listed on the 990 report as a member of the board now it doesn't say you're an alcoholic it doesn' t say which ones are A's and which ones the B's so I get if some investigation was ever started they could open up the service manual and say oh wow some of the trustees are alcoholic but yes we don't get to say we don' t get to put our names on the irs forms um my name is on eight years of aws tax returns and four years of general service board tax returns so but i don't need to tell my business that i'm on the aws board not unless i own that business or i'm on the board of that business and they were doing business with aws or receiving money from them any other questions again please reach out to your DCMs and your delegates to get those agendas and final conference agendas and background material and jump into it and have the best time possible and send a loud message that there are no conspiracies, but it's okay to ask hard questions. The two can be in the same statement. But AA is counting on all of us to do our job and to care about AA for the future. And there's some important questions out there. should the grapevine receive contributions? Should we print the fifth edition? Um, all important questions. So I really hope that, you know, I know the kind of people that are here. Um, but I only say the thing about conspiracies because the kind OF people that ARE here are the kind Of people that way you live. People are coming to you for information and asking you or your opinion on things and um you know at the end of the day um you know i i'll end with this because i feel very good about it um because you know sometimes you get an email or a text to two that might not make you feel too good every once in a while in aa it happens in a service but yesterday I got this and I was like you know what Billy thank God I had good role models in my life it just said hey Billy I was out with some people I'm leaving the names out and they were sharing how supportive and encouraging you are when talking about so-and-so not getting non-trustee director and you sharing about the history and applying several times and then they wrote I think you applied three times and I wrote back our job should be you encourage all without giving false hope I tried to make the point it's never about you applying whoever you are it's about the timing and what the board needs at the time which only they know and that's why you have to keep applying It was an extreme privilege to serve at that level. The math is simple. Very few will ever get the chance. The least we can do is encourage people. So I just want to remind people like, that's our job to encourage people to be involved in service. And yes, on one side we have people who have never seen something that was not a conspiracy. And on the other side, we have People Who Seem They've Never Drank Enough Kool-Aid and Never Had Enough Rubber Stamps in Their Hands, right? But those are the extremes. The rest of us should be somewhere in the middle, realizing that those extremes are out there. but let's encourage people to be involved in service and be involved in AA. So that's it. I will close with the responsibility statement. I am responsible when anyone anywhere reaches out for help. I want the hand of AA always to be there and for that, I am accountable. I am a responsible. Have a good night, everybody.