BYLAWS OF
a California Public Benefit Corporation
ARTICLE I
NAME
The name of this corporation shall be:
MARIJUANA ANONYMOUS WORLD SERVICES
_________________________________________________
ARTICLE II
OFFICES
SECTION 1. PRINCIPAL OFFICE
The principal office for the transaction of the business of the corporation (“principal executive office”) is located in the State of California, County of Los Angeles.
The directors may change the principal office from one location to another. Any change of this location shall be noted by the secretary on these bylaws opposite this section, or this section may be amended to state the new location.
SECTION 2. OTHER OFFICES
The Board of Directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business.
ARTICLE III
NONPARTISAN ACTIVITIES
This corporation has been formed under the California Public Benefit Corporation Law for the purposes described herein below and it shall be nonprofit and nonpartisan. No substantial part of the activities of the corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote.
ARTICLE IV
DEDICATION OF ASSETS
The properties and assets of this nonprofit corporation are irrevocably dedicated to fulfillment of the Objectives and Purposes of this corporation as set forth in Article XIII hereof. No part of the net earnings, properties, or assets of this corporation, on dissolution or otherwise, shall inure to the exclusive benefit of any private person or individual, or any member or director of this corporation except in fulfillment of said Objectives and Purposes. On liquidation or dissolution, all properties and assets and obligations shall be distributed pursuant to the nonprofit provisions of the California Corporations Code then in effect.
ARTICLE V
MEMBERSHIP
Marijuana Anonymous World Service Corporation members, hereafter referred to in these Bylaws as “members,” shall consist of the following:
1. Directors of this corporation, who shall also be known as the trustees;
2. Duly-elected and qualified voting delegates to the World Conference of the Society of Marijuana Anonymous, as defined in the Charter of the Society of Marijuana Anonymous; and
3. Appointed or elected Marijuana Anonymous World Service committee heads and coordinators.
All members must be sober. Sobriety is defined as abstinence from marijuana and all mind altering substances, including alcohol.
ARTICLE VI
MEETINGS OF MEMBERS
SECTION 1. PLACE OF MEETING
Meetings of the membership shall be held at any place within or outside the State of California.
SECTION 2. FEES, DUES AND ASSESSMENTS
Marijuana Anonymous World Services shall be funded solely through voluntary contributions. While most of those contributions have historically come from districts, individual meetings and donations from Convention committees and ANLP, small donations to MAWS from individual members are acceptable, if in a sum small enough to not influence, or have the appearance of influencing MAWS. Such gifts are not generally to be accepted if they exceed 2% of the MAWS annual budget or $1,000.00, whichever is greater.
Some individuals have expressed a desire to leave a gift or bequest to MAWS in their Will, Trust, or other similar instrument. As there is a much lesser risk of influence, or appearance of influence from such donation, MAWS will generally accept such gifts if they do not exceed 20% of the MAWS annual budget or $5,000.00, whichever is greater, in a one time donation.
The membership by way of vote at Conference, or, if there are time constrains, the Trustees by vote subject to approval at the next Conference, may approve a gift by Will, Trust or similar instrument which exceeds the values set out in the above guidelines, if they find extraordinary circumstances, or that under the circumstances the gift is not likely to cause undue influence or the appearance of such influence.
There are no contribution requirements to be World Services corporation member.
SECTION 3. TERMINATION OF MEMBERSHIP
Any member may voluntarily resign by written notice to the Trustees or the Secretary of this corporation.
Members shall maintain their status solely during their term of office as defined in the Charter of the Society of Marijuana Anonymous and these Bylaws. Upon expiration of the member’s term, membership in this corporation shall automatically lapse.
Any member who is removed from his/her position pursuant to Article VIII of these Bylaws shall also automatically cease to be a member of the corporation.
SECTION 4. NOTICE OF MEMBER’S MEETINGS
The meeting of the corporation members shall be held at least once a year at the World Conference of the Society of Marijuana Anonymous. Written notice at least thirty days before the meeting shall be provided where practical, but failure of written notice shall not prevent the corporate members from meeting and acting.
SECTION 5. QUORUM
(A) Percentage required. Two-thirds of the members shall constitute a quorum for the transaction of business at a meeting of the corporate members.
(B) Loss of quorum. The corporate members present at a duly called or duly held meeting at which a quorum is present may continue to transact business until adjournment, despite the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least two-thirds of the members required to constitute a quorum.
SECTION 6. ADJOURNED MEETING
Any members’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time-to-time by the vote of the majority of the members. But in the absence of a quorum, no other business may be transacted at that meeting, except as provided in this Article.
SECTION 7. VOTING
(A) Eligibility to vote. Corporation members shall be the only persons entitled to vote at any meeting of members.
(B) Manner of casting votes. Voting may be by voice or ballot, provided that any election of directors must be by ballot if demanded by any member before the voting begins.
(C) Place of voting. Members must be present at the meeting to vote.
(D) Percentage of votes required to act. If a quorum is present, the affirmative vote of two-thirds of the members present at the meeting entitled to vote (other than the election of directors) shall be the act of the members, unless the vote of a greater number or voting by classes is required by California Nonprofit Corporation Law or by the Articles of Incorporation.
ARTICLE VII
ELECTION OF DIRECTORS (TRUSTEES)
SECTION 1. DIRECTORS
A member must be present at the annual membership meeting to be elected. Directors (Trustees) shall be elected at the annual membership meeting. All qualified conference attendees shall be eligible to be elected as trustees, subject to their right to withdraw their names from consideration, and provided they have substantially attended the conference at which they are being considered. All eligible persons shall be listed on a roster subject to view by all members for the duration of the conference. A quorum as defined in Article VI must be present, and two-thirds of the voting members present are needed to elect a Director. Notwithstanding this provision, two-thirds of a quorum as defined in Article VI can elect to modify the procedure for electing Directors for the purpose of that annual meeting only.
SECTION 2. ALTERNATE DIRECTORS
A member must be present at the annual membership meeting to be elected. First and second alternate Directors shall be elected at the annual meeting in the same manner as Directors, and shall be designated as such. In the event of a vacancy in the Board, the alternate(s) shall be appointed by the remaining Directors to the vacancy(ies). In the event that alternate Directors are not available or have already been appointed to other vacancies, the vacant position shall be filled at the next membership meeting.
ARTICLE VIII
DIRECTORS
SECTION 1. POWERS
(A) General corporate powers. Subject to the provisions of the California Nonprofit Corporation Law and any limitations in the articles of incorporation and these bylaws relating to action required to be approved by the members, the business and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the board of directors.
(B) Specific powers. Without prejudice to these general powers, and subject to the same limitations, the directors shall have the power to:
(1) Select and remove all agents, and employees of the corporation; prescribe any powers and duties for them that are consistent with law, with the articles of incorporation, and with these bylaws; and fix their compensation.
(2) Change the principal business office in the State of California from one location to another; cause the corporation to be qualified to do business in any other state, territory, dependency, or country and conduct business within or outside the State of California; and designate any place within or outside the State of California for the holding of any members’ meeting or meetings, including annual meetings.
(3) Adopt, make, and use a corporate seal; prescribe the forms of membership certificates; and alter the form of the seal and certificate.
(4) Between membership meetings, remove and replace committee heads or coordinators by 3/4 vote. The new committee head or coordinator will become a member of the Corporation if the decision of the Board is ratified at the next annual membership meeting.
SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS
The authorized number of directors shall be nine (9). Directors need not be residents of the State of California. A minimum of two years sobriety as defined in Article V shall be a requirement for anyone willing to serve as a director.
SECTION 3. ELECTION AND TERM OF OFFICE OF DIRECTORS AND ALTERNATES
(A) Terms of directors shall be for one two-year term with an option for two additional one-year terms with a four-year consecutive maximum. Directors shall be elected at the annual MAWS conference meeting, terms to begin upon adjournment of the same meeting and expiring either one or two years later upon adjournment of the annual MAWS conference meeting of the members; however, if any annual meeting is not held or the directors are not elected at any annual meeting, they may be elected at any membership special meeting held for that purpose. Each director, including a director elected to fill a vacancy or elected at a membership special meeting, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified.
(B) Terms of Alternate Directors shall be for one year, with a maximum of two concurrent terms. Alternate Directors shall be elected at each annual MAWS conference meeting of the members; however if any annual meeting is not held or the Alternate Directors are not elected at any annual meeting, they may be elected at any membership special meeting held for that purpose. Each Alternate, including an Alternate elected to fill a vacancy or elected at a membership special meeting, shall hold office until expiration of the term for which elected and until a successor has been elected.
(C) In the event of an emergency when no remaining alternates are available, the Directors may elect (an) additional alternate trustee(s) by ¾ vote of the directors.
When an Alternate Director fulfills a vacancy which continues in excess of twelve months, it shall be considered a full Director’s term in the event that same Alternate becomes reelected as Director at the annual MAWS conference or any membership special meeting.
In the event that a Director resigns or is removed during their term, it is recommended that at least one full conference cycle elapse before they may be re-elected.
SECTION 4. VACANCIES
(A) Events causing vacancy. A vacancy or vacancies in the board of directors shall be deemed to exist on the occurrence of the following:
(i) the death, resignation, or removal of any director,
(ii) the declaration by resolution of the board of directors of a vacancy of the office of a director who has been declared of unsound mind by an order of court or has been found by final order or judgment of any court to have breached a legally imposed duty under the California Nonprofit Corporation Law.
(B) Resignations. Directors may resign at any time by written notice to the other Trustees or the Secretary.
(C) Removal. Any trustee may be removed by a three-fourths vote of all the voting members. Votes regarding removal of a Trustee may be cast either at a membership meeting or by written ballot of the members who were qualified at the immediately preceding membership meeting.
(D) In the event of an emergency, any member may be removed by a three-fourths vote of the Directors, subject to ratification by a three-fourths vote of the membership. An emergency members meeting for this purpose can be conducted by phone, mail, e-mail, or facsimile.
SECTION 5. PLACE OF MEETINGS; MEETINGS BY TELEPHONE
Regular meetings of the board of directors may be held at any place within or outside the State of California that has been designated from time-to-time by resolution of the board. In the absence of such designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the board shall be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice, or if there is no notice, at the principal executive office of the corporation. Notwithstanding the above provisions of this Section 5, a regular or special meeting of the Board of Directors may be held at any place consented to in writing by a quorum of the board members, within 10 days’ prior notice of the meeting. If consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at such meeting.
SECTION 6. ANNUAL MEETING
The Board of Directors shall hold a regular annual meeting, at the Society of Marijuana Anonymous World Conference. Notice of this meeting shall not be required.
SECTION 7. QUORUM
Two-thirds of the elected number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 8 of this Article VIII. Every act or decision done or made by two-thirds of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the board of directors, subject to the provisions of the California Nonprofit Corporation Law, especially those provisions relating to (i) approval of contracts or transactions in which a director has a direct or indirect material financial interest, (ii) appointment of committees, and (iii) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.
SECTION 8. ADJOURNMENT
A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.
ARTICLE IX
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS
SECTION 1. DEFINITIONS
For the purpose of this Article,
(A) “agent” means any person who is or was a director, officer, employee, or other agent of this corporation, or is or was serving at the request of this corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of this corporation or of another enterprise at the request of the predecessor corporation.
(B) “proceeding” means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and
(C) “expenses” includes, without limitation, all attorneys’ fees, costs, and any other expenses incurred in the defense of any claims or proceedings against an agent by reason of his position or relationship as agent and all attorneys’ fees, costs, and other expenses incurred in establishing a right to indemnification under this Article.
SECTION 2. SUCCESSFUL DEFENSE BY AGENT
To the extent that an agent of this corporation has been successful on the merits in the defense of any proceeding referred to in this Article, or in the defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection with the claim. If an agent either settles any such claim or sustains a judgment rendered against him, then the provisions of Sections 3 through 5 shall determine whether the agent is entitled to indemnification.
SECTION 3. ACTIONS BROUGHT BY PERSONS OTHER THAN THE CORPORATION
Subject to the required findings to be made pursuant to Section 5, below, this corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding other than an action brought by, or on behalf of, this corporation, or by an officer, director or person granted related status by the Attorney General, or by the Attorney General on the ground that the defendant director was or is engaging in self-dealing within the meaning of California Corporations Code, or by the Attorney General or a person granted related status by the Attorney General for any breach of duty relating to assets held in charitable trust, by reason of the fact that such person is or was an agent of this corporation, for all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding.
SECTION 4. ACTION BROUGHT BY OR ON BEHALF OF THE CORPORATION
(A) Claims settled out of court. If any agent settles or otherwise disposes of a threatened or pending action brought by or on behalf of this corporation, with or without court approval, the agent shall receive no indemnification for either amounts paid pursuant to the terms of the settlement or other disposition or for any expenses incurred in defending against the proceeding.
(B) Claims and suits awarded against agent. This corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action brought by or on behalf of this corporation by reason of the fact that the person is or was an agent of this corporation, for all expenses actually and reasonably incurred in connection with the defense of that action, provided that both of the following are met:
(1) The determination of good faith conduct required by Section 5, below, must be made in the manner provided for in that section; and
(2) Upon application, the court in which the action was brought must determine that, in view of all of the circumstances of the case, the agent should be entitled to indemnify for the expenses incurred. If the agent is found to be so entitled, the court shall determine the appropriate amount of expenses to be reimbursed.
SECTION 5. DETERMINATION OF AGENT’S GOOD FAITH CONDUCT
The indemnification granted to an agent in Sections 3 and 4 above is conditioned on the following:
(A) Required standard of conduct. The agent seeking reimbursement must be found, in the manner provided below, that he acted in good faith, in a manner he believed to be in the best interest of this corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use in similar circumstances. The termination of any proceeding by judgment, order, settlement, conviction, or on a plea of “nolo contendere” or its equivalent shall not, of itself, create a presumption that the person did not act in good faith or in a manner which he reasonably believed to be in the best interest of this corporation or that he had reasonable cause to believe that his conduct was unlawful. In the case of a criminal proceeding, the person must have had no reasonable cause to believe that his conduct was unlawful.
(B) Manner of determination of good faith conduct. The determination that the agent did act in a manner complying with Paragraph (A) above shall be made by:
(1) The Board of Directors by a majority vote of a quorum consisting of directors who are not parties to the proceeding;
(2) The affirmative vote (or written ballot in accordance with Article VI, Section 9 of a majority of the votes represented and voting at a duly held meeting at which a quorum is present (which affirmative votes also constitute a majority of the required quorum);
(3) The court in which the proceeding is or was pending. Such determination may be made on application brought by this corporation or the agent or the attorney or other person rendering a defense to the agent, whether or not the application by the agent, attorney, or other person is opposed by this corporation.
SECTION 6. LIMITATIONS
No indemnification or advance shall be made under this Article, except as provided in Sections 2 or 5 (b) (iii), in any circumstance when it appears:
(A) That the indemnification or advance would be inconsistent with a provision of the Articles, a resolution of the members, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or
(B) That the indemnification would be inconsistent with any condition expressly imposed by a court in approving a settlement.
SECTION 7. ADVANCE OF EXPENSES
Expenses incurred in defending any proceeding may be advanced by this corporation before the final disposition of the proceeding on receipt of an undertaking by or on behalf of the agent to repay the amount of the advance unless it is determined ultimately that the agent is entitled to be indemnified as authorized in this Article.
SECTION 8. CONTRACTUAL RIGHTS OF NONDIRECTORS AND NONOFFICERS
Nothing contained in this Article shall effect any right to indemnification to which persons other than directors and officers of this corporation, or any subsidiary hereof, may be entitled by contract or otherwise.
SECTION 9. INSURANCE
The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not this corporation would have the power to indemnify the agent against that liability under the provisions of this Section.
ARTICLE X
RECORDS AND REPORTS
SECTION 1. INSPECTION RIGHTS
Any member of the corporation may:
(i) Inspect and copy the records of members’ names and voting rights during usual business hours on five days’ prior written demand on the corporation, stating the purpose for which the inspection of rights are requested.
Any inspection and copying under this Section may be made in person or by an agent or attorney of the member and the right of inspection includes the right to copy and make extracts.
SECTION 2. MAINTENANCE AND INSPECTION OF ARTICLES AND BYLAWS
The corporation shall keep at its principal executive office, or if its principal executive office is not in the State of California, at its principal business office in this State, the original or a copy of the Articles and Bylaws as amended to date, which shall be open to inspection by the members at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of California and the corporation has no principal business office in this State, the Secretary shall, on the written request of any member, furnish to that member a copy of the Articles and Bylaws as amended to date.
SECTION 3. MAINTENANCE OF INSPECTION OF OTHER CORPORATE RECORDS
The accounting books, records, and minutes of proceedings of the members and the board of directors and any committee(s) of the board of directors shall be kept at such place or places designated by the board of directors, or, in the absence of such designation, at the principal executive office of the corporation. The minutes shall be kept in written or typed form, and the accounting books and records shall be kept either in written or typed form or in any other form capable of being converted into written, typed, or printed form. The minutes and accounting books and records shall be open to inspection on the written demand of any member, at any reasonable time during usual business hours, for a purpose reasonably related to the member’s interest as a member. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary corporation of the corporation.
SECTION 4. INSPECTION BY DIRECTORS
Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. This inspection by a director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.
SECTION 5. ANNUAL REPORT
The annual report to members referred to in the California Nonprofit Corporation Law is expressly dispensed with, but nothing in these Bylaws shall be interpreted as prohibiting the Board of Directors from issuing annual or other periodic reports to the members of the corporation as they consider appropriate. However, the corporation shall provide to the directors, and to those members who request it in writing, within 120 days of the close of its fiscal year, a report containing the following information in reasonable detail:
(A) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year.
(B) The principal changes in assets and liabilities, including trust funds, during the fiscal year.
(C) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year.
(D) The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year.
(E) Any information required by California Corporations Code Section 6322.
ARTICLE XI
CONSTRUCTION AND DEFINITIONS
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both the corporation and a natural person.
ARTICLE XII
AMENDMENT BY MEMBERS
New Bylaws may be adopted or these Bylaws may be amended or repealed by approval of the members or their proxies, or by written assent of these persons. The Bylaws may be amended by a vote of two-thirds of all the voting members.
ARTICLE XIII
DISCLAIMER OF RIGHT TO CONTROL
In relation to the Society of Marijuana Anonymous, the Marijuana Anonymous World Service Corporation exists solely to provide support for the Society of Marijuana Anonymous. The corporation has no right to supervise of control the activities of the Society of Marijuana Anonymous, at the national level, local areas, or in the individual groups and meetings.
ARTICLE XIV
OBJECTIVES AND PURPOSES
The Marijuana Anonymous World Services Corporation has but one purpose, that of serving the Society of Marijuana Anonymous. It is to maintain services for those who would be seeking, through Marijuana Anonymous, the means for arresting the disease of marijuana addiction through the application to their own lives, in whole or in part, of the Twelve Steps which constitute the recovery program upon which the Society of Marijuana Anonymous is founded. These Twelve Steps are as follows:
See The Twelve Steps of Marijuana Anonymous
Marijuana Anonymous World Services Corporation and its members claim no proprietary right in the recovery program, for these Twelve Steps, as all spiritual truths, may now be regarded as available to all mankind. However, because these Twelve Steps have proven to constitute an effective spiritual basis for life which, if followed, arrests the disease of marijuana addiction, the Marijuana Anonymous World Services Corporation asserts the negative right of preventing, so far as it may be within its power, any modification, alteration, or extension of these Twelve Steps, except at the instance of the Society of Marijuana Anonymous in keeping with the Charter of the World Service Conference of Marijuana Anonymous as the same may from time to time be amended (hereinafter referred to as the “Charter”).
The Marijuana Anonymous World Service membership shall be guided by the Twelve Traditions of Marijuana Anonymous, hereinafter referred to as the “Traditions,” which are as follows:
See The Twelve Traditions of Marijuana Anonymous
The Marijuana Anonymous World Service Corporation shall use its best efforts to insure that these Twelve Traditions are maintained, for it is regarded by the Society of Marijuana Anonymous as the custodian of these Traditions and, accordingly, it shall not itself nor, so far as it is within its power to do so, permit others to modify, alter, or amplify these Traditions, except in keeping with the provisions of the Charter.
The Marijuana Anonymous World Service membership shall be guided by the spirit of the Twelve Concepts of Marijuana Anonymous, hereinafter referred to as the “Concepts” which, in their short form, are as follows: