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WAI Bylaws

BYLAWS OF WESTERN AREA INTERGROUP OF FOOD ADDICTS IN RECOVERY ANONYMOUS, INC.

PREAMBLE
ARTICLE I NAME
ARTICLE II PURPOSE AND MISSION
ARTICLE III LIMITATIONS
ARTICLE IV MEMBERSHIP OF FA-WAI
ARTICLE V MEETINGS OF FA-WAI
ARTICLE VI QUORUM AND VOTING PROCEDURES
ARTICLE VII OFFICERS: REQUIREMENTS, DUTIES, AND RESPONSIBILITIES
ARTICLE VIII OFFICERS: NOMINATION AND ELECTION
ARTICLE VIIII COMMITTEES
ARTICLE X FINANCIAL STRUCTURE
ARTICLE XI AMENDMENTS TO BYLAWS
ARTICLE XII PARLIAMENTARY AUTHORITY

Rev 1.0, updated March 25, 2001
Rev 1.1, editorial corrections & spelling July 21, 2001
Rev 1.2, revised Article VI to add Board of Directors, July 14, 2002
Rev 1.3, editorial corrections for FA WSI new terminology (Article IX, item b), May 28, 2006
Rev. 1.4, revised Article VI chg abstinence & AWOL require.; add Art. XI Parliam. Authority September 13, 2009
Rev. 1.5, revised Article VIII, item a 1. Changed abstinence requirement October 11, 2009
Rev. 1.6, revisions on November 11, 2012 per Consent Agenda presented at Intergroup meeting
Rev. 1.7, revisions on December 9, 2012 Art. III Membership, Section 2 Voting membership, item b.
Rev. 2.0, revisions on Jan. 13, 2013: Art. VIII Committee Chair abstinence requirements.
Rev. 2.1, revisions on October 3, 2021: Article X, section (a) Amendments to Bylaws
Rev. 2.2, revisions on January 9, 2022: Article VI Officers and Board of Directors, Section 2 Nomination and Election of Officers, subsections (b) and (f)
Rev. 2.3 revisions on November 13, 2022: Article III Membership of FA-WAI, Section 2 Voting Members, subsections (a) and (b)
Rev. 2.4 revisions on December 8, 2024: expanding, updating, reordering, and adding Articles II, III, IV, V, VI, VII, VIII, IX, X and XI

BYLAWS OF WESTERN AREA INTERGROUP OF FOOD ADDICTS IN RECOVERY ANONYMOUS

PREAMBLE

Food Addicts in Recovery Anonymous is a fellowship of individuals who, through shared experience and mutual support, are recovering from food addiction. We welcome all who want to stop eating addictively. There are no dues or fees for members; we are self-supporting through our own contributions, neither soliciting nor accepting outside donations. FA is not affiliated with any public or private organization, political movement, ideology, or religious doctrine. We take no position on outside issues. Our primary purpose is to abstain from addictive eating and to carry this message of recovery to those who still suffer.

ARTICLE I

NAME

The legal name of this organization is Western Area Intergroup of Food Addicts in Recovery Anonymous. It may also be referred to as FA-WAI.

ARTICLE II

PURPOSE AND MISSION

Section 1. Purpose

As stated in the Articles of Incorporation, the purposes of FA-WAI are:

Educating individuals and the public about food addiction and how to abstain from addictive eating.
Helping food addicts recover from their addictions through adherence to the Twelve Steps of Food Addicts in Recovery Anonymous (FA).

Section 2. Mission

In carrying out these purposes, the mission of the organization is:

To further the FA program in accordance with the Twelve Steps and Twelve Traditions of FA.
To maintain a communication center for FA meeting groups and chapters affiliated with FA-WAI, as defined by Article IV, Sections 1 and 3, respectively.
To foster unity for FA meeting groups and chapters affiliated with FA-WAI.

ARTICLE III

LIMITATIONS

Neither FA-WAI, nor its Board, nor any of its officers has any authority over, or means of controlling, the recommendations that FA sponsors make to those they sponsor. This includes, but is not limited to, recommendations on methods of sponsoring or medical issues such as the use of medications.

ARTICLE IV

MEMBERSHIP OF FA-WAI

Section 1. Meeting Group

An FA-WAI affiliated meeting group must meet the following requirements:

Adherence to the Twelve Steps and Twelve Traditions of FA.
Inclusion in the meeting format of the following definition of abstinence: “weighed and measured meals with nothing in between; no flour, no sugar and the avoidance of any individual binge foods.” This is the meaning assigned to the word abstinence wherever used in these bylaws.
Invitation to speak in the meeting format is only extended to FA members with ninety days of continuous abstinence in FA and who are working with an FA sponsor.
Registration with the FA World Service Office (FA-WSO) and FA-WAI, which includes an agreement to comply with these bylaws, and any requirements stated on the FA-WAI registration form.

Section 2. Voting Members

Members of the FA fellowship who have ninety days or more of continuous abstinence in FA, are currently working with an FA sponsor, and are either committed to a meeting group affiliated with FA-WAI or have a primary residence located in the FA-WAI geographic region are voting members of FA-WAI. Voting members will have a voice and a vote at FA-WAI meetings on all matters except those described in subsection b.
On motions to amend the FA-WAI bylaws or the FA-WAI Standing Rules of Order, FA-WAI voting members who have two years or more of continuous abstinence in FA will have a voice and a vote.

Section 3. Chapters

An FA-WAI-affiliated chapter is an unincorporated association between six or more FA meeting groups formed for geographical convenience to perform certain administrative functions common to its constituent FA-WAI meeting groups.
The chapter must meet all of the requirements listed in Article IV, Section 3 of the World Service Inc. (WSI) Bylaws, including registering with FA-WAI, adopting the FA-WAI Bylaws, and abiding with applicable provisions of the WSI and FA-WAI Bylaws.

ARTICLE V

MEETINGS OF FA-WAI

Section 1. Regular Meetings

The Board will set the date, time, place (which may include virtual), and the method for accessing the meeting electronically (if applicable) for FA-WAI regular meetings, which shall be held at least 10 times per year. FA-WAI meetings will be held virtually unless otherwise determined by the Board.
Notice of the date, time, place (which may include virtual), and the method for accessing the meeting electronically (if applicable), for the next regularly scheduled meeting of FA-WAI will be announced at the previous FA-WAI meeting and by electronic notification to members of the fellowship who have created online profiles on the FA website, or by other such means as may be chosen by the Board.
The annual meeting of FA-WAI is the regular meeting held in February. See Article VIII, Section 2a.

Section 2. Special Meetings

A special FA-WAI meeting, outside of regularly scheduled meetings, may be called by a majority vote of the FA-WAI officers and must be called in response to a petition directed to the Board. The petition must be signed by twelve voting members of FA-WAI who each have two years or more of continuous abstinence in FA. Such a petition may be submitted only after communicating with the WAI Board. A special meeting has all the force and effect of a regular meeting.
A special meeting of FA-WAI will take place only after electronic notice of the meeting is transmitted to all FA-WAI members not less than fourteen days prior to the meeting, with the request that the FA-WAI contacts announce the meeting to all WAI meeting groups. Notice will contain the date, time, place (which may include virtual), the method for accessing the meeting electronically (if applicable), and agenda of the special meeting, as determined by the Board.
If the annual meeting cannot be held in February, the Board may hold a special meeting in lieu of the annual meeting.

Section 3. Additional Provisions

The Office Committee Chair will provide the requisite notice for regular and special meetings. In case of the Office Committee Chair’s absence or inability to fulfill the notice responsibilities, the Chair will temporarily designate another member of the Board to provide notice.
The Board may cancel a meeting in case of emergency, with notice of cancellation sent by any reasonable means.
The Board is empowered to designate any means of electronic or telephonic participation in FA-WAI meetings provided that all participants may simultaneously hear each other during the meeting, make motions, participate in debate, and vote. A member participating in a meeting by this means is considered to be present at the FA-WAI meeting.
The Board may adopt rules governing electronic participation in FA-WAI meetings.

ARTICLE VI

QUORUM AND VOTING PROCEDURES

Section 1. Quorum

At any FA-WAI meeting, held after proper notice, any number of FA voting members present shall constitute a quorum.

Section 2. Voting Procedures

To pass, main motions require a vote of substantial unanimity of voting members present and voting.
No member may attend or participate in a meeting by proxy.

ARTICLE VII

OFFICERS: REQUIREMENTS, DUTIES, AND RESPONSIBILITIES

Section 1. Requirements

An officer of FA-WAI or its affiliated chapters shall:
1. Faithfully adhere to the Twelve Steps and Twelve Traditions of FA and demonstrate physical, mental, and spiritual recovery.
2. Regularly attend FA meeting groups.

At the time of nomination FA-WAI officers:

1. Must be members of the fellowship with at least five years of continuous abstinence in FA.
2. Must have completed at least two in-depth studies of the Twelve Steps in sequence, using a method focused on food addiction and requiring abstinence throughout each Step, within the current term of abstinence, uninterrupted by a break in abstinence (AWOL). An officer must be engaged in an AWOL during the officer’s entire term of office. Should an officer’s AWOL conclude during their term of office, the officer shall promptly join another AWOL.

At the time of nomination FA-WAI chapter officers:
1. Must be members of the fellowship with at least two years of continuous abstinence in FA.
2. Must have completed at least one AWOL. A chapter officer shall be engaged in an AWOL during the officer’s entire term of office. Should an officer’s AWOL conclude during their term of office, the officer shall promptly join another AWOL.

Officers may not serve more than two consecutive two-year terms in the same office.
No individual may hold more than one office at the same time.
A break in abstinence is equivalent to resignation from office as of the time the FA-WAI Chair or Secretary receives notice of the break.

Section 2. Duties and Responsibilities

The President of FA-WAI (hereinafter referred to as Chair) shall:
1. Preside at all meetings of FA-WAI and the WAI Board.
2. Be authorized to sign checks of FA-WAI to the extent authorized by the Board and according to written policy.
The Vice President for Administration of FA-WAI (hereinafter referred to as Vice Chair for Administration) shall, in the absence of the Chair, preside at all meetings of FA-WAI and the WAI Board.
The Vice President for Bylaws of FA-WAI (hereinafter referred to as Vice Chair for Bylaws) of FA-WAI shall:
1. Advise the Board regarding interpretation of the FA-WAI Bylaws.
2. Preside over the Bylaws Committee.
3. Appoint members of the Bylaws Committee.
The Secretary of FA-WAI shall:
1. Maintain the official minutes and records of FA-WAI meetings.
2. Maintain all other official FA-WAI records.
The Treasurer of FA-WAI shall:
1. Prepare the budget pursuant to the principles adopted by the Board.
2. Maintain all FA-WAI bank accounts.
3. Keep accurate written records of all income, expenditures, and funds received and held by FA-WAI and its chapters.
4. Provide a written report of all financial transactions at Board meetings and present that report at FA-WAI regular meetings.
5. Be authorized to sign checks of FA-WAI to the extent authorized by the Board and according to written policy.
6. Make all filings required by any government agency.
7. Make disbursements as detailed in the Board-approved budget. Make disbursements not authorized in the budget according to the policies and procedures adopted by the Board.
Officers are authorized to perform the duties prescribed by the parliamentary authority specified in Article XII, and such other duties as may be determined by the Board.
The Board may adopt a binding conflict of interest policy, which may provide that interested directors, officers, or committee members abstain from voting on or participating in any action or decision as to which such director or officer has a conflict of interest.

Section 3. Board

The Board of FA-WAI consists of the Chair, Vice Chair for Administration, Vice Chair for Bylaws, Secretary, Treasurer, and the chairs of all FA-WAI standing committees.
The Board may establish such standing, board, and special committees as, in its judgment, are necessary to carry out the purpose of FA-WAI.
Officers have a voice and a vote at Board meetings.
Standing committee chairs who are not officers have a voice but not a vote at Board meetings.
The Board of a WAI-affiliated chapter consists of the Chair, Vice Chair, Secretary, Treasurer, and the chairs of the chapter’s standing committees.
Chapter officers have a voice and a vote at chapter Board meetings. Chapter standing committee chairs have a voice but not a vote at chapter Board meetings.
The Board will meet at the call of the Chair or of any two voting members of the Board. Unless otherwise determined by the Board in advance, the Chair will set the date, time, and the method for accessing the meeting electronically for each Board meeting. If the Chair is unable to do so, the Vice Chair for Administration will specify the details for the meeting. The Secretary will provide notice of the date, time, place (which may include virtual), and the method for accessing the meeting electronically (if applicable), of each Board meeting at least one week in advance, except in case of emergency, in which case the Secretary will provide reasonable notice under the circumstances.
The Board will meet virtually or by other such means as may be chosen by the Board.
The Board will have full power and authority over the affairs of FA-WAI except for those powers delegated to FA-WAI members by these bylaws or applicable law.
The Board may adopt its own rules of administration and procedure.

ARTICLE VIII

OFFICERS: NOMINATION AND ELECTION

Section 1. Nominations

Nominations may be made from the floor of the January FA-WAI meeting by any voting member.
Nominees who wish to be candidates must accept the nomination before the name can be submitted to the membership.
Only those candidates nominated pursuant to these procedures are eligible for election.
If there are no nominations for an officer position at the January FA-WAI meeting, then nominations may be made from the floor at the February FA-WAI meeting.
Notice of the slate of candidates will be made to the membership by publication in the FA-WAI monthly report.

Section 2. Elections

Election of Board members will occur at the February FA-WAI meeting. Candidates must be present at the time of their election.
Elections that are uncontested may be conducted by any method designated by the Chair. Contested elections may be conducted by paper ballot, by a show of hands, or by electronic voting by voting members who are present and voting. The FA-WAI Chair will determine the method of voting in the election.
The candidate must receive a majority of the vote by voting members who are present and voting.
Officers will serve a term of two years commencing on March 1 of the year of their election or until their successors are elected and qualified.
A vacancy of an FA-WAI Board position will be filled by an appointment, made by the remaining Board members, to serve for the remainder of the vacated term.
If a term is vacated and filled by appointment, the newly appointed Board member is eligible for two additional terms.
Elections will be held annually on the following rotating schedule:

1. Odd years: WAI Chair, Vice Chair for Administration, and Vice Chair for Bylaws.
2. Even years: Secretary and Treasurer.

For term limits of officers, see Article VII, Section 1d.

ARTICLE IX

COMMITTEES

Section 1. Establishment

The Board may establish such standing, board, and special committees as, in its judgment, are necessary to carry out the purpose of FA-WAI.
FA-WAI standing committees include Bylaws, Service Group Support, Convention Resource, Office, Public Information, Twelfth Step, and Technology.
FA-WAI Board committees include Audit, and Finance, which support the work of the FA-WAI Board. Members of Board committees who are not members of the WAI Board serve only in an advisory capacity.
Special committees provide services to the Board in relation to a specific assigned task.
Each committee will establish its own policies and procedures, subject to the approval of the Board.
The Board may, from time to time, assign other duties to the committees as needed.
Committees will convene regular meetings. Following each meeting, the committee chair shall submit a report to the FA-WAI Board.

Section 2. Committee Chairs

The Board may appoint a chair of each committee, other than Bylaws and Finance.
Committee chairs of FA-WAI must have, at the time of nomination, at least five consecutive years of abstinence, and have completed at least two AWOLs. Committee chairpersons of affiliated chapters must have at least two consecutive years of abstinence and have completed at least one AWOL. A committee chair shall be engaged in an AWOL during the chair’s entire term. Should a committee chair’s AWOL conclude during their term, the chair shall promptly join another AWOL.
A WAI standing committee chair shall attend all Board, committee, and regularly-scheduled meetings of FA-WAI, or designate a person to serve as temporary chair. Failure to attend two regularly-scheduled and consecutive FA-WAI meetings may be grounds for removal from office, at the discretion of the Board.
A chapter committee chair shall attend all Board, committee, and regularly-scheduled meetings of the chapter, or designate a person to serve as temporary chair. Failure to attend two regularly-scheduled and consecutive chapter meetings may be grounds for removal from office, at the discretion of the Board.
A break in abstinence is equivalent to resignation from office.
WAI standing and Board committee chairs are appointed for a term of two years, and until the appointment of their successors, which term begins with the term of the Chair of FA-WAI or the affiliated chapter, and ends with the appointment of their successor by the Chair. A committee chair may be re-appointed for one additional term. Committee chairs may not serve more than two consecutive two-year terms. Special committee chairs are appointed for the duration of the work of the special committee.
A vacancy of an FA-WAI or chapter committee chair position will be filled by an appointment, made by the remaining Board members of FA-WAI or the chapter, respectively, for an interim period.
If a term of a standing committee chair is vacated and filled by an appointment, the newly appointed committee chair is eligible for two additional terms.
Committee chairs may only hold one committee chair position at a time.
Chapter committee chairs will appoint the members of the chapter committees.

Section 3. Committees

A. FA-WAI shall have the following standing committees:

Bylaws Committee
1. Members are appointed by the Vice Chair for Bylaws.
2. The Bylaws Committee:
  1. Maintains and updates the FA-WAI Bylaws and Standing Rules of Order.
  2. Ensures that FA-WAI actions and activities comply with the FA-WAI and WSI Bylaws and Standing Rules of Order.
Service Group Support Committee
1. Members are appointed by the Service Group Support Committee Chair.
2. The Service Group Support Committee supports the work of local service groups in WAI.
Convention Resource Committee
1. Members are appointed by the Convention Resource Committee Chair.
2. The Convention Resource Committee:
  1. Supports planning of the World Service Business Convention and Fellowship Convention.
  2. Facilitates communication with the WSI Convention Planning Committee by acting as an information resource to World Service Conference (WSC) members in WAI and to the general WAI membership.
  3. Oversees the WAI financial aid process for WSC members to attend the WSBC.
Office Committee
1. Members are appointed by the Office Committee Chair.
2. The Office Committee:
  1. Coordinates FA-WAI office functions, including maintaining FA-WAI meeting registration records and updating FA-WAI meeting listings on the FA website.
  2. Corresponds with the FA-WSO regarding notice to the fellowship of FA-WAI meetings and events.
Public Information Committee
1. Members are appointed by the Public Information Committee Chair.
2. The Public Information Committee serves as a resource for the WAI fellowship as to the most effective and appropriate means of communicating the message of FA recovery to the public, consistent with the Twelve Traditions of FA.
Twelfth Step Committee
1. Members are appointed by the Twelfth Step Committee Chair.
2. The Twelfth Step Committee helps FA-WAI members carry the message of recovery to food addicts and provides resources that help members practice the principles of the Twelve Steps in all affairs.
Technology Committee
1. Members are appointed by the Technology Committee Chair.
2. Assists the WAI Board and the FA fellowship with technology-related matters such as virtual meetings and electronic voting.

B. Additional Standing Committees

The Board of FA-WAI or the chapter may from time to time create such additional standing committees as needed by FA-WAI or the chapter, respectively.Board Committees

Finance Committee
1. The Treasurer will chair the Finance Committee. The Treasurer will appoint two other members. All members must have at least two years of abstinence and finance or accounting experience.
2. The Finance Committee:
  1. Monitors the financial health of WAI.
  2. Reviews the Treasurer’s reports to the Board regarding WAI income and expenditures.
  3. Reviews the annual budget and any adjustments to the budget.
  4. Oversees compliance with any government reporting requirements.
Audit Committee
1. The Board appoints the Chair of the Audit Committee. The Audit Committee Chair appoints two other members. All members must have at least two years of abstinence and finance or accounting experience.
2. No member of the Board or the Finance Committee may serve on the Audit Committee.
3. The Audit Committee:
  1. Audits the books annually no later than three months after the close of the fiscal year.
  2. Audits the books if a new Treasurer is appointed to complete an unfinished term.
  3. Reports its findings to the WAI Board and makes any recommendations for improvements.
  4. Recommends to the Board whether to hire an outside auditor, recommends such outside auditor, and if an outside auditor is chosen, serves as liaison between the outside auditor and the organization, facilitating the audit.

C. Special Committees

The WAI Chair, with approval of the Board, will appoint the chairs of special committees. The special committee chair will appoint the members of each special committee.
Committee members may commence service upon notification of appointment by the special committee chair.

ARTICLE X

FINANCIAL STRUCTURE

Section 1. Budget

The Treasurer prepares the annual WAI budget. The Finance Committee reviews the draft budget before the Treasurer submits it to the Board for adoption.
After providing for the operating expenses, committee budget allocations, and a prudent reserve, the Board shall donate the remaining funds to WSI.

Section 2. Contributions

The activities of FA-WAI and its affiliated chapters will be financed primarily by contributions of its constituent groups and members of the fellowship, subject to the following:

Individual members of the fellowship may donate directly to FA-WAI and its affiliated chapters no more than $2,000 in a single calendar year and, in addition, may make a one-time bequest of no more than $5,000 directly to FA-WAI.
The identity of individual donors may be disclosed only to the Treasurer or such designees of the Treasurer as may be approved by the Board. The Treasurer and such designees shall keep such information confidential.
The acceptance of bequests or donations from non-members, outside organizations, and anonymous donors is prohibited. Donations that are restricted to a particular use are prohibited.
FA-WAI and its affiliated chapters may authorize other sources of income from projects or activities consistent with the Twelve Traditions and Twelve Concepts of FA. FA-WAI and its affiliated chapters shall not accept responsibility for, trusteeship of, or enter into the distribution or allocation of funds set up outside FA-WAI.
Upon winding up and dissolution of FA-WAI, after paying or adequately providing for the debt and obligations of FA-WAI the remaining assets shall be forwarded to FA-WSI.
No part of the net earnings of FA-WAI shall ever inure to or for the benefit of or be distributed to its members, officers, or other private persons, except that FA-WAI shall be empowered to pay compensation for services rendered and to make payments and distributions in furtherance of the exempt purposes for which it was formed.
Notwithstanding any other provisions of these articles, FA-WAI shall not carry on any other activities not permitted to be carried out by an association exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code.

ARTICLE XI

AMENDMENTS TO BYLAWS

These bylaws may only be amended as follows:

An amendment requires a two-thirds vote of the voting members, who are present and voting at any regular or special meeting of FA-WAI.
Such an amendment may be voted upon only if written notice of the amendment has been made by electronic notification to the members of the fellowship who have created online profiles on the FA website.
Such written notice is to be transmitted or sent not less than fourteen days prior to the meeting at which the vote is taken, with the request that WAI contact persons announce the amendment to their chapter or meeting group.

ARTICLE XII

PARLIAMENTARY AUTHORITY

The current edition of The American Institute of Parliamentarians’ Standard Code of Parliamentary Procedure governs FA-WAI in all parliamentary situations that are not provided for under state and federal law, or in FA-WAI’s Articles of Incorporation, Bylaws or adopted rules.

Document Date 2024 1209

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