Bylaws of the ISO of SAA, Inc.

• ARTICLE I - NAME AND LOCATION
• ARTICLE II - MEMBERSHIP IN THE CORPORATION
• ARTICLE III - MEMBERS' MEETINGS
• ARTICLE IV - ISO BOARD OF TRUSTEES
• ARTICLE V - ISO LITERATURE COMMITTEE

ARTICLE I
NAME AND LOCATION

Section 1.

The name of this corporation shall be the International Service Organization of SAA.

Section 2.

The office and principal place of business of this corporation shall be at 3890D North Freeway, Houston, Texas 77022.

Section 3.

Other offices for the transaction of business shall be located at such places as the Board of Trustees may from time to time determine.

ARTICLE II
MEMBERSHIP IN THE CORPORATION

Section 1.

The members of this corporation, also known as "ISO convention delegates," or "international convention delegates," shall consist of one individual elected by each SAA member group as its international convention delegate.

1. An SAA group is defined as: two or more addicts meeting together regularly for the purposes of recovering from their sexual addiction and reaching out to others suffering from sexual addiction, who are self-supporting and have no other common affiliations.
2. An SAA member group is an SAA group that has registered itself with the International Service Organization of SAA, and follows the 12 Steps and 12 Traditions of SAA.
3. For the purposes of electing members of this corporation, each addict who attends more than one member SAA meeting a week is entitled to vote for the election of an ISO convention delegate from each member group that addict attends.

Section 2.

Each ISO convention delegate can have no more than one vote. Thus, should one person be elected a delegate by two or more SAA member groups, that delegate will have just one vote, and should so inform each group.

Section 3.

Membership in this corporation may not be transferred to another person except by the SAA member group that elected the ISO convention delegate. Each such delegate may, however, transfer his or her power to vote at an ISO convention by exercise of a proxy enabling an alternate, elected by the same group, to vote during his or her absence from the convention business meetings.

Section 4.

Each SAA member group shall normally elect its ISO convention delegate and alternate by February of each year, for a one year term, upon a call to do so issued by the ISO Board of SAA. An ISO convention delegate's membership continues for one year unless either the group dissolves, or no longer qualifies as an SAA member group, or a new international convention delegate is elected by that group to replace its prior delegate, which a group can do at any time it chooses.

Section 5.

In keeping with Tradition Four, this corporation may, from time to time by action of its ISO convention delegates, place qualifications on those who would be members of this corporation.

ARTICLE III
MEMBERS' MEETINGS

Section 1.

Each calendar year the ISO Board Trustees shall convene, at a time and place at its discretion, a meeting (called the international convention) of the members of this corporation. The temporary chair of that meeting shall be the Chair of the Board of the ISO. Each ISO convention delegate, ISO Board Trustee, ISO Board Alternate, ISO Literature Committee member, ISO Literature Alternate and ISO employee, attending the annual SAA international convention, is entitled to one vote on any matter arising in the general sessions of the international convention.

Section 2.

A quorum for conducting business by the ISO convention delegates during previously scheduled business sessions at the international convention shall be those delegates (or their appointed alternates) present at those sessions. For any added or "specially called sessions," a quorum shall consist of 51% or more of those international convention delegates (including appointed alternates) registered and attending the convention.

Section 3.

Recommendations approved by a majority of the delegates and authorized alternates voting at an international convention must be considered by the ISO Board of SAA. In its deliberations the Board shall ever bear in mind that the ultimate authority and power in SAA lies in the body of the fellowship, and the Board acts as the Trusted Servant of the fellowship.

Section 4.

Any changes in these Bylaws must be approved at one ISO convention and ratified at the following year's convention before they take effect.

Section 5.

In conducting business, ISO convention delegates and their proxies (during the international convention or other meetings) shall honor the principle of giving full opportunity for those opposing a resolution or measure to air their objections.

Section 6.

Other than a vote to fill vacancies on the ISO Board of Trustees, if a vote of the ISO convention delegates between international conventions is deemed necessary by the Board of Trustees of this corporation, or petitioned for by 15% of the ISO convention delegates, each convention delegate of record shall be mailed a ballot containing the proposition to be voted on, and the vote of those responding within one month of the date the ballots were mailed out shall be the total which shall be used to determine if the measure passes or fails.

Section 7.

ISO convention delegates may not hold a meeting by or vote by means of electronic communication, nor may they enter into voting agreements.

Section 8.

Member groups are encouraged to inform their delegates of their opinions on issues to be discussed at the international convention of SAA. Member groups are encouraged to leave their delegates free to vote their own consciences, as they participate in the deliberations.

Section 9.

International convention delegates generally vote for Trustees of the ISO, Alternate Trustees, Literature Committee members, and Literature Committee Alternates, by caucusing with other members from the same designated geographic area. Such caucusing shall be done either at the annual international convention, or before at area conventions, as the Board so decides. After electing a member of the Board of Trustees, a second round of voting shall take place for an Alternate Trustee for that position, and after electing a member of the Literature Committee, a second round of voting for an Alternate to that position shall occur. Until considered by the body of the fellowship, each voting unit shall decide by majority vote if votes are to occur by secret ballot or not, and if a majority is required to elect, or if not, what plurality percentage is required, or if it shall use AA's third legacy procedure.

Section 10.

ISO convention delegates can call for a special convention, if 20% of the international convention delegates petition the Board for such a meeting, agreeing on its location and time, which must allow the Board of Trustees 60 days to notify all members of the special convention. Only the business proposed in the official convention call may be considered at such a meeting.

Section 11.

Any ISO Board Trustee or Alternate Trustee elected at large by the convention delegates can be removed from the Board or from the status of being an Alternate, by a majority vote of the ISO convention delegates. Trustees, Alternate Trustees, Literature Committee members and Literature Committee Alternates elected by area caucuses can be removed by a majority vote of the international convention delegates of the area those so elected represent.

ARTICLE IV
ISO BOARD OF TRUSTEES

Section 1.

The Board of Trustees of this corporation shall consist of at least seven Trustees elected to three year terms by ISO convention delegates and appointed proxies at an international convention or area caucus, with approximately one third elected each year from geographic areas set by the Board.

The Board may also authorize the ISO convention delegates to elect up to three Trustees, nominated by the Board for one year terms, from amongst the body of the fellowship, and up to three Trustees from the metropolitan area in which the ISO office is located, not to exceed three one year terms.

The Board of Trustees of the ISO may, from time to time, elect up to one third of its total Trustees for one year terms who are not members of SAA, and these Trustees may be removed by the Board at any time by a majority vote.

1. Whether elected by caucus voting, by voting from amongst the body of the fellowship at convention, or by action of the Board to fill a vacancy, those elected to the Board or as Alternates to it, must not only agree to serve, but their qualifications should be consistent with the guidelines for international service.
2. Individuals who serve in elected positions in SAA have no rights thereby in SAA property, and shall receive no compensation for their services, though they may be reimbursed for reasonable expenses they incur as a result of such services.
3. Whether elected by caucus voting, by voting from amongst the body of the fellowship at convention, or by the action of the Board, no Trustee may serve for more than six consecutive years.

Section 2.

Members of the Board of Trustees may be removed from the board not only by those who elected them, but also by a vote of the majority of the Board for cause or for non-attendance. Whenever a vacancy occurs on the Board through the death, resignation or removal of a Board member representing an area, the Alternate elected by that area shall become that area's Board member until the original term expires. In addition, when an ISO Board member is unable to participate in a Board meeting or function, the Board Alternate from the same Region will be authorized to participate in that meeting or function, exercising the full authority of the Board member including the right to vote.

Section 3.

The officers of the Board shall consist of a chair, referred to as "President," if necessary in dealings outside the SAA fellowship, a Treasurer and such other officers as the Board may from time to time decide upon. The Chair of the Board is not the "head" of SAA or of the Board, but merely a trusted servant to whom conducting Board meetings has been entrusted, and the member of the Board to whom the official responsibility of signing legal papers on behalf of the corporation, using the term "President," has been delegated. The officers of this corporation may not delegate any of their powers or duties without approval of the Board.

Section 4.

The Board has the general powers of a non-profit corporation enumerated under Minnesota Statutes 317A.161, but shall not own real property, invest in or issue securities, act as an administrator of any person's will or testamentary trust, nor deal with the donation to or income of SAA in any speculative way. The Board is empowered to interpret the meaning of its Bylaws wherever any ambiguity occurs therein.

Section 5.

The Board can act only if a majority of its members approves an action.

Section 6.

The Board shall fix the date of an annual SAA convention to be held at least once in each calendar year, and notify each registered SAA group of the time and location thereof at least 90 days in advance, and publish the same in any SAA sponsored periodical. At the international convention the Board shall make an annual report to the members, detailing the status of the corporation and the SAA fellowship, as well as the activities of the Board over the past year.

Section 7.

The annual meeting of the Board shall occur during the international SAA convention. The date and time of the next meeting shall be set before the end of each meeting. Emergency meetings may be called by the Chair of the Board ("President" of the corporation) or any three members of the Board, and such a call need not state the purpose of the meeting.

Section 8.

The Board shall have the power to create committees and special service boards to deal with matters of concern to the SAA fellowship, and shall have the power to employ individuals to conduct its day to day operations.

Section 9.

In all its dealings, the ISO Board shall turn to God, as its members understand God, for guidance, and seek to be faithful to the 12 Steps and 12 Traditions of SAA, as adapted from those of AA, and to the 12 Concepts for World Service of AA, to whose authors and whose trusted servants it must continue to bear its gratitude.

Section 10.

The Board of Trustees shall appoint a committee of the membership to conduct an audit of all financial transactions of the corporation at any time as ordered by the Board, but no less than annually, and no less than 90 days after the close of the Corporate Fiscal Year. An Audit shall also be conducted at the change of the Director of Fellowship Services6 or of any other principal employee whose position includes significant, independent handling of ISO finances, unless Board action shall deem it unnecessary. The Audit Committee Report shall be presented to the Membership at the Annual Meeting and Convention by the ISO Chairperson of the Board or his or her designee.

ARTICLE V
ISO LITERATURE COMMITTEE

Section 1.

1. The Literature Committee shall be elected by the members of this corporation in the same manner, and from the same geographic areas as are the seats on the Board of Trustees. The number of seats on the Literature Committee shall be one for each area, or, upon approval of either the Board or the members of this corporation voting at convention, two from each area.
   
   The Board may also authorize the ISO convention delegates to elect up to three Literature Committee members.8 Each of these Literature Committee members must be nominated by the Literature Committee for a one year term, and each may not serve in this capacity more than three consecutive years.
2. Whether elected by caucus voting or by voting from amongst the body of the fellowship at convention, no member of the Literature Committee may serve for more than six consecutive years.

Section 2.

Whether elected to the Literature Committee or as an Alternate to the Literature Committee, those elected must not only agree to serve, but their qualifications should be consistent with the guidelines for international service.

Section 3.

The Literature Committee shall have supervisory authority over the content of all ISO publications. It shall not, however, enter into any contracts, exceed the budget voted it by the preceding international convention, own any copyrights, grant permission to anyone to use ISO copyrighted materials, or in any other way act as a business corporation. The Literature Committee or its representatives appointed to subcommittees for specific tasks shall always be consulted by the Board for advice and input in any business matters relating to ISO publications.

Section 4.

Members of the Literature Committee and Literature Committee Alternates may be removed from their position not only by those who elected them, but also by a vote of the majority of the Literature Committee for cause or for non-attendance. Whenever a vacancy occurs on the Literature Committee through the death, resignation or removal of a committee member, the Alternate elected by that area shall become that area's committee member until the original term expires. In addition, when an ISO Literature Committee member is unable to participate in a Literature Committee meeting or function, the Literature Committee Alternate from the same Region will be authorized to participate in that meeting or function, exercising the full authority of the Literature Committee member including the right to vote.

Section 5.

The Literature Committee shall have the power to appoint subcommittees to work on specific tasks, without the requirement that those subcommittees be balanced according to the geographic areas represented by ISO Board and Literature Committee members. However, the Literature Committee as a whole must review and approve the work of its subcommittees.

Section 6.

The Literature Committee is responsible to the members of this corporation, who, by majority vote of a quorum at an international convention, or a majority of those responding within 60 days of an ISO Board requested mail vote, can overrule any decision of the Literature Committee. The Literature Committee shall keep the ISO Board of Trustees informed of its work.

Section 7.

In all its deliberations, the Literature Committee shall turn to God, as its members understand God, for guidance and seek to be faithful to the 12 Steps and 12 Traditions of SAA, as adapted from those of AA, and to the 12 Concepts for World Service of AA, to whose authors and whose trusted servants it must continue to bear its gratitude.

Section 8.

The Editor of the Plain Brown Rapper (a position nominated by the Literature Committee and approved by the Board of Trustees), shall have one vote at all Literature Committee proceedings.