Bylaws of Marijuana Anonymous World Services,
a California Public Benefit Corporation
The name of this corporation shall be: Marijuana Anonymous World Services
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.
Marijuana Anonymous World Services Corporation members, hereafter referred to in these Bylaws as “Members,” (capitalized to distinguish Corporation Members from the term, “member,” which can include any member of the larger fellowship of Marijuana Anonymous), shall consist of the following:
- Directors of this corporation, who shall also be known as the trustees;
- Duly elected and qualified voting delegates to the World Conference of the Society of Marijuana Anonymous, as defined in The Conference Charter of Marijuana Anonymous; and
- Appointed or elected Marijuana Anonymous World Services 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 Members shall be held at any place within or outside the State of California. The term “meeting” in these bylaws is equivalent to the term Marijuana Anonymous World Service Conference.
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 contributions from Convention committees and ANLP, small contributions to MA World Services from individual members are acceptable, if in a sum small enough to not influence, or have the appearance of influencing MA World Services. Such gifts are not generally to be accepted if they exceed 2% of the MA World Services annual budget or $1,000.00, whichever is greater.
Some individuals have expressed a desire to leave a gift or bequest to MA World Services in their Will, Trust, or other similar instrument. As there is a much lesser risk of influence, or appearance of influence from such contribution, MA World Services will generally accept such gifts if they do not exceed 20% of the MA World Services annual budget or $5,000.00, whichever is greater, in a one-time contribution.
Members, by way of vote at Conference, or, if there are time constraints, the Directors, 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 an MA World Services corporation Member.
Section 3. Termination of Membership
Any Member may voluntarily resign by written notice or email to the Directors or the Secretary of this corporation.
Members shall maintain their status solely during their term of office as defined in The Conference Charter of Marijuana Anonymous and these Bylaws. Upon expiration of the Member’s term, membership in this corporation shall automatically lapse. Unless serving the initial two-year term as a Trustee/Director, a Member’s term shall be one year, commencing at the beginning of the annual Conference and ending at the beginning of the following year’s Conference.
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 ninety days before the meeting shall be provided.
The Ad Hoc Agenda Committee shall create a written document giving notice of agenda items to be acted upon at the annual meeting no less than 10 days nor more than 90 days prior to the meeting. This document shall be sent by email to all of the Districts of Marijuana Anonymous through their elected delegates, and to independent meetings and other members of the Fellowship of Marijuana Anonymous whose address is on record at the office of the Administrator of MA World Services. Nothing in this provision shall preclude motions from the floor and/or from the Committees at the annual meeting of Members.
Section 5. Quorum
- Percentage required. Two-thirds of the Members shall constitute a quorum for the transaction of business at a meeting of the corporate Members. Members count toward the quorum whether participating in person or confirmed as participating remotely through technology.
- 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. Members confirmed as participating remotely through technology are considered present.
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
- Eligibility to vote. Corporation Members shall be the only persons entitled to vote at any meeting of Members.
- Manner of casting votes. Voting may be by voice or ballot (in person or through technology), provided that any election of directors must be by ballot if demanded by any Member before the voting begins.
- Place of voting. Members must be present (in person or by approved remote participation) at the meeting to vote. Members confirmed as participating remotely through technology are considered present.
- 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 who are elected pursuant to the Third Legacy Procedure) 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. Members confirmed as participating remotely through technology are considered present.
Article VII—Election of Directors (Trustees)
Section 1. Directors
An MA Fellowship member (defined as any person who attends and/or participates in the recovery activities of Marijuana Anonymous) must be present, in person or via technology, at the annual meeting of Members to be elected to a position as Director. Directors (the term Trustees shall be equivalent to the term Director throughout these Bylaws) shall be elected at the annual meeting of Members. 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, either in person or remotely through technology, 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, either in person or through technology and two-thirds of the voting Members present are needed to elect a Director. Directors are elected pursuant to the Third Legacy Procedure as defined in the Service Manual of Marijuana Anonymous World Services.
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
Any self-identified MA member must be present, either in person or through technology, at the annual meeting of Members to be elected as a Director. 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 meeting.
Section 1. Powers
- 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 Conference and/or Fellowship 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.
- Specific powers. Without prejudice to these general powers and subject to the same limitations, the directors shall have the power to:
- 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.
- 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 meeting or meetings of Members, including annual meetings.
- Adopt, make and use a corporate seal; prescribe the forms of membership certificates; and alter the form of the seal and certificate.
- Between meetings of Members, 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 meeting of Members.
Section 2. Number and Qualification of Directors
The authorized number of Directors shall be an odd number, not less than seven nor more than 21. 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
- 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 choosing to run for additional one-year terms shall be duly elected pursuant to the Third Legacy Procedure. Directors shall be elected at the annual MA World Service conference meeting, terms to begin upon adjournment of the same meeting and expiring either one or two years later upon adjournment of the annual MA World Service 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.
- Terms of Alternate Directors shall be for one year, with a maximum of two concurrent terms. Alternate Directors shall be elected at each annual MA World Service 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 special meeting of the Members held for that purpose. Each Alternate, including an Alternate elected to fill a vacancy or elected at a special meeting of Members, shall hold office until expiration of the term for which elected and until a successor has been elected.
- In the event of an emergency, when no remaining Alternates are available, the Directors may elect (an) additional alternate Director(s) by ¾ vote of the Directors. When an Alternate Director fills a vacancy to a term that continues in excess of twelve months, the now elected Director must stand for re-election at the annual MA World Service Conference or any special meeting of the Members in order to be considered to fill the full Director’s term. In the event that a Director resigns or is removed during their term, one full conference cycle shall elapse before they may be re-elected.
Section 4. Vacancies
- Events causing vacancy. A vacancy or vacancies in the board of directors shall be deemed to exist on the occurrence of the following:
- the death, resignation, or removal of any director,
- 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 a final order or judgment of any court to have breached a legally imposed duty under the California Nonprofit Corporation Law.
- Resignations. Directors may resign at any time by written notice or email to the other Trustees or the Secretary.
- Removal. Any Director may be removed by a three-fourths vote of all the voting Members. Votes regarding removal of a Director may be cast either at a meeting of the Members or by written ballot of the Members who were qualified at the immediately preceding membership meeting.
- 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 Member’s meeting for this purpose can be conducted by phone, mail, email, 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. 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 a 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:
- approval of contracts or transactions in which a director has a direct or indirect material financial interest,
- appointment of committees and
- 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. Directors confirmed as participating remotely through technology are considered present.
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,
- “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.
- “proceeding” means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and
- “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
- 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.
- 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:
- The determination of good faith conduct required by Section 5, below, must be made in the manner provided for in that section; and
- 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:
- 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.
- 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:
- the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to the proceeding;
- 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);
- court in which the proceeding is or was pending. Such determination may be made on application brought by this corporation or the agent or 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 circumstances when it appears:
- 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 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
- 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 the corporation before final disposition of the proceeding upon 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 Non-directors and Non-officers
Nothing contained in this Article shall affect 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:
- 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, upon 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, 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:
- The assets and liabilities, including the trust funds of the corporation as of the end of the fiscal year.
- The principal changes in assets and liabilities, including trust funds, during the fiscal year.
- The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year.
- The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year.
- 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 voting Members.
Article XIII—Disclaimer of Right to Control
In relation to the Society of Marijuana Anonymous, the Marijuana Anonymous World Services Corporation exists solely to provide support for the Society of Marijuana Anonymous. The corporation has no right to supervise or 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 The Conference Charter of Marijuana Anonymous as the same may from time to time be amended (hereinafter referred to as the “Charter”).
The Members of Marijuana Anonymous World Services 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 Services 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 Services 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: (see The Twelve Concepts for Service in Marijuana Anonymous)
Article XV—Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern Marijuana Anonymous World Services in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order Marijuana Anonymous World Services may adopt.