DRAFT Virtual Region Assembly Minutes 

Date of Assembly: Saturday March 26th, 2022

Location: Red VR Zoom Room

Opening at 10:35 AM EDT

Serenity Prayer (In multiple languages), Reading of the 12 Steps, 12 Traditions and the 12 Concepts of Service

Presiding Officer – Claire, Chair of the Virtual Region

Recording Secretary – Pat, Secretary of the Virtual Region

Readings and Meditation

Secretary’s announcement of a quorum: 37 voting registrants, plus non voting registrants: the Trustee, the Parliamentarian, and Center Mic, 7 Tech Support Volunteers and 3 registered visitors. Total attendance: 50

Attendance Sheet may be requested from the Secretary.

Adoption of Standing Rules

Several amendments were presented and discussed. They are highlighted in the document below. Standing Rules requires 51% approval for amendments  to be adopted.

 Virtual Region Assembly Standing Rules

To add the word Assembly: VOTE #2:  Yes 33   NO 1 adopted

I.Standing Rules

These rules take precedence over Robert’s Rules of Order, Newly Revised with which they may conflict. They may be suspended by a two-thirds vote using a Motion to Suspend the Rules.

The Standing rules may be amended at any time during a meeting through a motion from the floor; requires a second and debate.

II.General Practice

1. The group conscience prevails over all motions.
2. Parliamentary procedure according to Robert’s Rules of Order, Newly Revised will be followed with these noted exceptions.
3. Members who require special consideration for extended time to speak in a timed debate or question situation, may request same from the chair, either from the floor or in advance of the meeting.
4. Anyone who wishes to address the assembly must contact the center mic, who will manage the queue and notify the chair.  The chair will then recognize the member in the appropriate order.
5. After being recognized, person shall state their name, service body, and business.
6. The only recording allowed at assembly will be by the secretary for the sole purpose of assistance with accuracy of minutes.
7. Any such recordings shall be retained until minutes are approved, then erased or destroyed.
8. The use of recording devices by any participant at the business assembly is not allowed.
9. Devices such as personal computers and smart phones are permitted but may not be used to record.
10. No screen shots or photographs of the assembly members will be taken.
11. Etiquette

1. While attending virtually, all are asked to mute themselves and ‘raise hand’ to be recognized.  
2. Attendees are requested to sit quietly in front of their cameras.  
3. Attendees are requested to turn off their video if required to move, eat, or chew. Refer to the section on voting as well.

III. Participation in a Virtual Region Assembly

1. Any voting member as defined in the Bylaws of the Virtual Region Article III, Section 1 may participate in assembly procedures, e.g., vote, make a motion, speak to a motion, etc.
2. Visitors may have a voice at the discretion of the chair.

IV. Credentials

1. At an assembly, voting members must display their credentials by indicating their status using the on-screen naming convention established by the chair.
2. The secretary shall make a credentials check at the beginning of each session, and as requested through the chair.

V. Consent Agenda

1. The chair may propose a consent agenda of routine, non-controversial matters.
2. Any voting members may request that an item be removed from the consent agenda to be considered as a separate motion.
3. Once the consent agenda is established, it shall require two-thirds vote for adoption.

VI. Voting Procedures

1. Registered representatives (reps) or alternates, board members, and committee chairs are entitled to a vote.
2. Except when using polls, the chair votes only to break a tie.
3. Any discussions (including electronic chats) will be discontinued once the debate is closed.
4. During a vote members will appear on camera unless an exception has been granted by the chair.
5. Should a member be unable to cast their vote in the primary manner due to limitations of the device they are using, they will be given directions on how to cast their vote during the meeting.
6. All visitors will be moved to a separate location during the voting process.
7. After the vote, visitors will be returned to the main location and the results will be announced.

VII. Elections

1. All elections will be held by poll.
2. Should a member be unable to cast their vote in the primary manner due to limitations of the device they are using, they will be given directions on how to cast their vote during the meeting.
3. Results of elections will include the number of votes cast, and number of yes or no votes.

VIII. Motion and Debate 

1. No motions other than emergency motions will be taken from the floor at the assembly.
2. Emergency motions shall be submitted to the chair, who will determine if such a motion is considered an emergency.
3. During consideration of a motion, members who wish to speak will contact the center mic monitor to be recognized.
4. Any method or recognition other than at point 3 above will be announced by the chair.
5. There will be a maximum of three pro and three con speakers to each motion.
6. There will be a maximum of two pro and two con speakers to each amendment.
7. Debate on motions and amendments shall be limited to two minutes for each pro or con, or three minutes if granted an exception by the chair.
8. To save time on a simple amendment to an admissible motion, the chair may ask the business assembly if there is any objection.
9. If there is no objection, the motion is changed to include the amendment.
10. A voting member may not speak on two consecutive motions or amendments unless the maximum number of speakers has not been reached, or they are the maker of the motion.
11. The first speaker is always pro, and is usually the maker of the motion, unless they wish to have another voting member speak.
12. There shall be at least one pro speaker before any question on the motion is taken.

IX. Questions on the Motions

1. Following the debate, discussion, which consists of questions to the chair, is limited to seven minutes and may be extended by a majority vote.
2. A voting member is allowed one question per motion, with one follow up question if they require clarification. To remove this section. Vote#3: Yes 12 No 21 amendment FAILED
3. A motion to close debate (Previous Question) is in order only after five minutes have passed and requires a two-thirds vote.

X. Amendments

1. These standing rules will be published no less than 45 days before any regular or special business assembly, on the Virtual Region Website or in print or a combination of both.

Any needed changes after these standing rules have been published shall not be amended except on the floor of the meeting as defined in Section 1 of this article at which time any corrections, amendments or additions can be made by any voting member of the assembly or business meeting.

Vote #1: YES 24   No: 10   amendment approved

______________________________________________________________________________

No objections to adopting the Standing Rules as amended.

Affirmation of Secretary Pat O’C  Vote #4 Yes 31 No 1

Affirmation of Coordinator of Privacy and Data Protection Sharlotte G. Vote #5  Yes 29 No 2

Approval without objection of the Assembly Agenda as presented

Minutes November, 2021 Special Assembly No corrections made. Approval without objection.

Consent Agenda includes  

1. Bylaws Committee proposes overall motion to remove acronyms from the revised Bylaws.
2. Motion OA Virtual Region Committee Structure Review.

The Motion: OA Virtual Region Committee Structure was pulled from the consent agenda.

No objections to approval of the remaining item on the Consent Agenda.

Board /Committee  Reports Part 1

Board Treasurer Report presented and available for questions. No questions.

Finance Committee Report corrected to read for the World Service Business Conference re:scholarships. Supporting Intergroups is ongoing, not “accomplished”.

Motion: to Amend the Budget –  (available on the website)   Vote#6:  Yes 31 No 0

Approved as presented.

At 2:02 PM EDT the meeting was closed and reset to allow a voting member who was removed accidentally to return to the session. Session reconvened in 5 minutes.

Chair confirmed that a quorum still existed. 32 voting members reconvened at that time constituting a quorum.

Committee Reports/Questions

By Laws Committee Report

Two clarifications were made. If the body approves it, the removal of acronyms will be from all three documents: Assembly Standing Rules, the Bylaws and the Policy and Procedure Manual. Secondly, the group approved the Standing Rules (as amended).This means that the Standing Rules are no longer a part of the current Policy and Procedure Manual. The Chair noted that Standing Rules are subject to change at any time during the assembly. The Chair asked if there were any objections to applying the removal of acronyms from all three documents. Seeing none, this will be done.

The Bylaws Committee requested that any typos found in the documents be sent to the Bylaws Chair’s attention.

The Bylaws Chair, Cyndy,  presented the motion to consider the Bylaws revision.

She noted that the Bylaws Committee worked hard. They welcome any suggestions/amendments  to be considered going forward for next year.

 Bylaws Motion:  The Chair wanted to thank the Bylaws Committee for the huge job they accomplished  – preparing a total revisions of all of our major documents.

The Chair proceeded to go Article by Article in the Bylaws document –  Some amendments had been submitted by the Bylaws Committee in advance and amendments were also  taken from the floor. Please note the amendments highlighted in the document. The vote counts are noted for each. An amendment for Bylaws requires a ⅔ vote for adoption.

It was noted by the Chair that the first two Articles of the Bylaws are NOT subject to change as they are required by law and by our affiliation with OA.

Begining of Document – Pausing Minutes Narrative:

ARTICLE I – NAME

The name of this organization shall be the Virtual Region of Overeaters Anonymous, Inc. herein referred to as the Virtual Region or Virtual Region. The Virtual Region is nongeographic and is primarily composed of virtual groups and virtual service bodies.

ARTICLE II – PURPOSE

The Virtual Region 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 specific and primary purpose of the Corporation is to aid those with the problem of compulsive eating to overcome that problem through a Twelve Step program of recovery. This is accomplished through the practice of the Twelve Steps and Twelve Traditions of Overeaters Anonymous, guided by the Twelve Concepts of OA Service; and to serve and represent member groups and service bodies. The general purpose and power is to promote public health, and to work with and furnish charitable and cultural assistance to those with problems of compulsive eating and to conduct such other activities as are appropriate to these objectives.

Section 1 -The Twelve Steps

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 of our affairs.

Section 2 – The Twelve Traditions

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 nonprofessional, 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 brought 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.

Section 3 – The Twelve Concepts of OA Service

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 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, executive 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.

ARTICLE III – MEMBERS

Section 1 – Membership

The membership of the Virtual Region business assembly shall consist of the following:

1. Virtual Region representatives or alternates from each affiliated service body

1. Each virtual intergroup shall be entitled to one representative in the business assembly for each ten groups or part thereof.
2. Other affiliated service bodies will be entitled to one representative in the business assembly regardless of the number of meetings they represent.
3. Each service body being autonomous, selects its representatives in any manner it chooses, as long as it stays within the framework of the Twelve Steps and Twelve Traditions and meets the qualifications.
4. No service body shall also be registered with or be a member of any geographic region.

1. Virtual Region board members,
2. Virtual Region committee chairs.

1. Each Virtual Region committee will be entitled to one voting member.
2. This member should be a committee chair in the first instance or a designated appointee.
3. No committee chair will be permitted to stand as a service body representative.

Section 2 – Representative Qualifications

1. Representatives to the Virtual Region assemblies must:

1. Be a member of a service body or committee of the Virtual Region of Overeaters Anonymous (OA), as defined in OA Inc., Subpart B Article V Sections 1 and 2 as well as Article VI. and
2. Have registered with the Virtual Region secretary as a voting representative on behalf of your service body or committee.

2. A Virtual Region representative shall have a minimum of six months current continuous abstinence as defined by Overeaters Anonymous, while practicing the Twelve Steps and Twelve Traditions of OA.
3. Each person shall be the sole judge of their abstinence from compulsive eating and compulsive food behaviors.

Section 3 – Group Definition

The Virtual Region endorses the definition of an Overeaters Anonymous group in OA Inc., Bylaws, Subpart B, Article V, p4, and as it may be amended by a future World Service Business Conference.

Section 4 – Service Body Definition

The Virtual Region endorses the definitions of an Overeaters Anonymous service body in OA, Inc., Bylaws, Subpart B, Article VI and as it may be amended by a future World Service Business Conference.

Section 5 – Affiliation/Participation

A group may affiliate with only one intergroup or national service board. Groups may also participate in the activities (including voting) of another service body (intergroup, national service board, language service board, special focus board, and/or region) with their permission. (OA Inc., Bylaws Subpart B Article VI Section 3).  Any non Virtual Region service body that is composed of not less than 51% of virtual meetings will be entitled to request full rights at any regular or special meeting.

Vote # 13: 35 votes cast  Yes 23 No 12  The Chair will be notifying the Special Assembly  that we ruled that  this amendment passed but the calculation was in error. Amendment FAILED.

Section 6–Virtual Region Representative Responsibilities

1. To represent their service body or a Virtual Region committee at all meetings of the Virtual Region business assembly.
2. To act as liaison between the Virtual Region Business Assembly and their respective service body or a Virtual Region committee.
3. To ensure that all communications pertaining to the Virtual Region are made available to their service body or committee.
4. Service on a committee is strongly encouraged and the commitment is maintained until the following assembly.

ARTICLE IV – THE Virtual Region WORLD SERVICE BUSINESS CONFERENCE (WSBC) DELEGATES

1. If the Virtual Region is represented by less than 40 percent of its virtual intergroups and service bodies at the prior year’s World Service Business Conference, it may send up to five additional delegates to the WSBC. (OA Inc, Bylaws, Subpart B, Article VIII, Section 3, a, 5, p. 15)
2. Applications must be submitted no later than sixty (60) days before the assembly at which the election will be held.
3. Preference shall be given to nominees selected from virtual intergroups and service bodies which would not otherwise be represented.
4. The World Service Business Conference delegate(s) will have full responsibility of attending on the behalf of the Virtual Region. They will participate in all World Service Business Conference activities and submit a report to the Virtual Region Assembly following the World Service Business Conference.

ARTICLE V – THE VIRTUAL REGION BOARD

Section 1 – Composition

1. The Virtual Region board shall consist of the following officers:

1. chair,
2. vice-chair
3. secretary
4. Privacy and data protection coordinator Vote #9: Yes 20 No 15 Amendment  FAILED
5. digital content coordinator  
6. treasurer
7. The Virtual Region trustee serves as liaison to the Virtual Region board and has a voice but no vote.
8. The previous chair may be an ex-officio non-voting member of the Virtual Region, with approval of the current chair.

2. In the event the chair of the board should be unable to attend any meeting of the board or a business meeting, the succession to serve as chair for that meeting shall be as follows:

1. vice-chair
2. treasurer
3. secretary

Section 2 – Qualification for the Virtual Region Board

Qualifications for the Virtual Region board are:

1. Two years of service beyond the group level,
2. Two years of continuous recovery in Overeaters Anonymous as evidenced by:

1. Two years of current abstinence
2. It shall be a requirement that the officer shall demonstrate continued recovery, including abstinence and working towards or maintaining a healthy body weight throughout the entire term(s) of office.
3. Each person shall be the judge of their recovery,

3. Having worked the Twelve Steps and having a working understanding of the Twelve Traditions and Twelve Concepts of OA Service.
4. Have attended at least one prior Virtual Region assembly within the past 36 months as a voting member or service volunteer.
5. When a board position cannot be filled in line with these qualifications the qualifications may be set aside by a two thirds majority of the Virtual Region Board or Assembly.

Section 3 – Nominations to the Virtual Region Board

1. Applications must be submitted no later than sixty (60) days before the Assembly at which the election will be held.
2. In the absence of applicants, nominations may be made from the floor, with the exception of the Virtual Region chair or trustee positions. Vote# 12: Yes 17 No 17 FAILED
3. Candidates must meet all qualifications.
4. If a nomination is taken from the floor, the member will stand for election at that time.
5. If there is no nominee for Virtual Region chair, the vice-chair will fill the role of chair until the next assembly when a new selection for the position of chair will take place. The position of vice-chair will be declared vacant.
6. In the event that no one applies for or is elected to an open position, the Virtual Region board will follow the rules for vacancies in Section 10.

Section 4. Virtual Region Trustee

1. The Virtual Region Trustee is elected at the World Service Business Conference; however, nominees for the position of the Virtual Region Trustee will be selected from members of Overeaters Anonymous within the Virtual Region who meet the requirements of the Virtual Region Assembly and the OA Inc., Bylaws Subpart B.

1. The Virtual Region requires:

1. Being a regularly attending member of a Group within the Virtual Region.
2. An awareness of the time and expenses involved in service as a trustee.

2. People wishing to be nominated must submit a Trustee Application.

1. Applications must be submitted no later than sixty (60) days before the Assembly at which the election will be held.
2. Applicants must be present at the Assembly, prepared to respond regarding qualifications for trustee service.

2. In the event that there are no applicants for Trustee at an Assembly where applications are needed, or if a vacancy occurs where there is no Virtual Region Assembly prior to the date required for submission of applications, the following options will be taken:

1. The Virtual Region board will solicit applications from the Virtual Region service bodies.
2. If possible, an emergency business meeting will be held for the purpose of affirmation of the candidate. Where this is not possible, a majority vote of the Virtual Region board will constitute affirmation of the application.
3. Notification of the affirmation process shall be sent to the Virtual Region service bodies.

3. If no application is affirmed, the Board of Trustees will appoint someone to fill the office for one year.

Section 5 – Election of the Virtual Region Board Members

1. Nominees must be present for election.
2. Elections will be held annually unless otherwise required by these bylaws.
3. Each board member is elected for a two-year term.
4. Chair, treasurer, and data coordinator are elected in odd years.
5. Vice-Chair, secretary and digital content coordinator are elected in even years.
6. Nominees will have five minutes to address the assembly and five minutes for questions.
7. When board elections coincide with that of the Virtual Region trustee, the trustee ballot shall be completed first.
8. For election, the candidate must receive a majority of the ballots cast.
9. If there are more than two nominees and no nominee receives a majority, the candidate receiving the lowest number of votes will be dropped from consideration and another vote will be taken.
10. If there are two candidates and neither receives a majority, a second ballot will be taken.

Section 6 – Term of Office

1. Newly elected officers will begin service immediately following the close of the business meeting in which they were elected.
2. Board members shall serve no more than two consecutive terms in the same position.
3. After an interval of two years, they may again be eligible for election to a prior position.
4. Upon election to Virtual Region board, members shall cease to be a representative of their virtual service body or committee and that service body or committee may elect another Virtual Region representative.

Section 7 – Responsibilities of the Virtual Region Board Members

Serve as guardian of the Twelve Steps, Twelve Traditions, and Twelve Concepts of OA Service.

For details about the Virtual Region board member responsibilities, refer to IV and V in the Virtual Region Policy and Procedure Manual.

Section 8 – Board of Directors

The officers of the Virtual Region shall be the directors of the corporation.

1. The Virtual Region board of directors shall meet regularly, or when notified by the chair of the need for an additional meeting.
2. The purpose of the Virtual Region board of directors shall be to provide for continuity between regular meetings of the Virtual Region and to address such issues as are appropriate.

1. The Virtual Region board of directors may approve reallocation of budgeted funds, or expenditures from the prudent reserve as deemed necessary throughout the year.
2. The treasurer will report any such decisions to the Virtual Region at the next assembly.

Section 9 – Resignation or Removal of Region Board Members

1. Where necessary, a board meeting may be called for the removal of an officer.

1. Any board member of this region may be removed from office for due cause by a two-thirds vote of the ballots cast at a regular or special meeting announced for that purpose.
2. An absence is excused if a majority of the other board members vote to excuse the absence.

Revised portion proposed by Bylaws Committee Vote # 11: Yes 27 No 6 for this revised/ restructured potion. Adopted

2. Any board member may resign at any time for any reason by giving the Virtual Region board written notice. 
3. Any officer who advises the board that they have returned to compulsive eating broken their abstinence will be deemed to have resigned as of the time of receipt of such notice by the board.Vote #10: Yes 28 No 3 Adopted.

Section 10 – Filling Vacancies

1. A vacancy after the resignation or removal of any board member will be filled, as far as practicable, within 45 days of notification to the Virtual Region of the vacancy. Vote # 7:  Yes 24  No 10 –  Adopted.
2. An announcement will be sent to the Virtual Region service bodies asking for nominations to be submitted within 20 days of the vacancy deadline.
3. The member chosen to fill any vacancy on the Virtual Region board shall meet the qualification as defined in Article V, Section 2.
4. The Virtual Region board will interview all candidates and appoint the position at the next meeting of the Virtual Region board.
5. The appointed board member will participate fully as a member of the Virtual Region board.
6. The appointed board member will be ratified at the beginning of the next assembly.
7. The position is filled for the remainder of the term.

Amendment to strike the former #7.  All appointed positions will be declared open and elections will be held at the next assembly and the position is filled for the remainder of the term.  Vote #8:  Yes 28 No 5  Adopted

ARTICLE VI –BUSINESS MEETINGS

Section 1 – Meetings

1. The Virtual Region will meet at least annually at a time and place designated by the Virtual Region board.
2. An annual meeting shall be held for the election of officers.
3. The annual meeting may be held at the same time as the meeting of section 1 of this article or at any other time as decided by the Virtual Region board.
4. A special meeting may be called by a majority of the Virtual Region board or by a quorum of Virtual Region representatives provided sufficient notice is provided to the membership.

For more information about meetings, reference the Virtual Region Assembly Standing Rules.

Section 2 – Virtual Conference Meetings

1. Members of the Virtual Region may participate in a meeting through use of electronic means, so long as all members participating in such a meeting can hear one another and have a way to participate in any voting.
2. Materials presented during the meeting shall be made available to those participating virtually.
3. Participation by Virtual Region members in a meeting in the manner provided in this Section constitutes presence in person at such meeting.

For more information about meetings, see the Virtual Region Assembly Standing Rules.

Section 3- Method of Notification

Notification of regular or special Virtual Region business assemblies shall consist of electronic notice to each registered Virtual Region service body and representative, committee chair, board member, and the trustee at least 45 30 days prior to the assembly.

Vote #14: Yes 31 No 3 Adopted

Section 4– Quorum

At the Virtual Region business assembly attendance of one quarter of those who are entitled to participate and vote in the assembly (as listed in these Bylaws Article III, Section 1) will be necessary to hold an assembly.

 Vote #15: Would have changed definition of quorum YES 12  NO 22 Amendment FAILED

ARTICLE VII – COMMITTEES

The Virtual Region board may establish committees as needed for the welfare and operations of the Virtual Region. Each committee will be assigned a board liaison.

Refer to the Virtual Region Policy and Procedures Manual, VII. Committees for additional information.

ARTICLE VIII – PRUDENT RESERVE

The Virtual Region shall maintain a prudent reserve of not less than four (4) months expenses.

Refer to the Virtual Region Policy and Procedure Manual III, Financial Policies for additional information.

ARTICLE IX – PARLIAMENTARY PROCEDURE

All meetings of the Virtual Region representatives 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 any standing rules that the Assembly may adopt.

ARTICLE X – AMENDMENTS

1. Amendments to these bylaws may be proposed by any registered Virtual Region service body, the Virtual Region board or a board member, or a Virtual Region committee chair.
2. Amendments shall be submitted electronically to the Virtual Region chair and the Virtual Region secretary at least 60 days prior to the Virtual Region Business Assembly or a special business meeting.

Bylaws Committee proposed removing Former line 3  about electronic notification of the members for Assembly documents as it was duplicative. Vote # 17: YES 28  NO 1 Adopted

3. Except as otherwise specified by these bylaws, amendments to these bylaws may be adopted by a two-thirds majority of those persons present and voting at any regular or special business meeting of the Virtual Region, provided a quorum is present.
4. Amendments to the Twelve Steps, Twelve Traditions and Twelve Concepts of OA Service may only be made per OA, Inc. Bylaws, Subpart B, Article XII, Section 1e.
5. Such changes made in accordance with the OA Inc., Bylaws to the Twelve Steps, Twelve Traditions or Twelve Concepts of OA Service will be automatically adopted in these bylaws without need for any further vote or action by the Virtual Region.

Note: Any such update changed upon notice from the World Service Office shall be made and such a change will be communicated to the Virtual Region at the next assembly.

ARTICLE XI – DISSOLUTION

1. Upon dissolution of the Virtual Region, after paying and adequately providing for the debts and obligations of the Virtual Region, the remaining assets shall be distributed to a non-profit fund, association foundation, or corporation which is organized and operated exclusively for charitable, educational and/or scientific purposes and which has established its tax status under Section 501(c)(3) of the Internal Revenue Code.
2. In accordance with Overeaters Anonymous Traditions, such a non-profit fund, association foundation, or corporation should be either the Overeaters Anonymous World Service Office or another Overeaters Anonymous service body.
3. No part of the funds of the Virtual Region shall ever inure to or be used for the benefit of or be distributed to, its members, trustees, officers, or private persons, except that the Virtual Region shall be empowered to pay reasonable compensation for services rendered and to make payment and distribution in furtherance of the express purposes for which it is formed.

Note: All documents (such as vouchers, registration for assembly, applications, these Bylaws, Articles of Incorporation,

Virtual Region policy and procedures, etc.) will be found on the Virtual Region website, (oavirtualregion.org) under documents.  The OA Inc., Bylaws Subpart B are located on oa.org/world-service-business-conference/.

End of Document – Resuming Minutes Narrative:

At 5:10PM EDT a “motion to extend the meeting until the Bylaws document was fully dealt with” was approved Vote # 16:  YES 18 No 14 by majority The  meeting continued with that goal as our endpoint.

Once the full document had been reviewed by the entire Assembly,  the Bylaws Chair, Cyndy, presented the motion to approve the full document of the revised Bylaws as amended: Vote # 18: Yes 29 NO 0  Motion passes unanimously.

Chair recognized that this vote represents 100% unanimity.

Recognition of Green Dots (First Time Representatives). This was an abbreviated recognition. Claire asked all first timers to the Assembly to raise their virtual hand and be recognized. She heartily thanked everyone for their service.

It was agreed to schedule a Special Assembly to complete the full agenda. All Committee Chairs and Intergroups will be contacted as soon as details are established.

Serenity Prayer was said in multiple languages – Meeting Closed

Respectfully submitted,

Pat V O’Connor,  Secretary