Fellowship Intellectual Property
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The purpose of the Fellowship Intellectual Property Trust is to lay out the collective decisions the Narcotics Anonymous Fellowship has made over the years concerning its literature and logos. Anyone who has any questions about how NA literature is to be developed and approved, who "owns" it, how it may be changed and who may change it, who may print it, and what is to be done with the money resulting from its sale can easily refer to the Fellowship Intellectual Property Trust. In this one comprehensive document appear the policies our entire fellowship has created to preserve the integrity of its published message and the accountability of its publishing services.
These policies have been cast as a legal document, a "trust." This has been done, in part, because US law and international treaty regulate the way "intellectual property"--copyrights, trademarks, and other creations of the mind or spirit--should be administered. The legal "trust" framework has been used because it fits the relationship established in Narcotics Anonymous between the fellowship and its service bodies where NA literature and logos are concerned.
The intent of the trust is to provide assurance to our present and future membership that NA's properties are duly protected from misuse by anyone, including our world services. Until the Fellowship Intellectual Property Trust is actually approved, Narcotics Anonymous World Services has only sketchy instructions on how it is to administer the fellowship's literature and logos. The trust clarifies and limits Narcotics Anonymous World Services' responsibility and authority in administering those properties on the fellowship's behalf. NA's literature and logos belong to no one individual, board, or committee, but are held in trust for the Fellowship of Narcotics Anonymous as a whole. By casting the policies affecting this arrangement as a registered legal document, we ensure that those policies can be enforced, if need be, by the California state government.
What "incidental expenses and costs of... administration" are anticipated?
ARTICLE II: PARTIES TO THE TRUST
ARTICLE III: IDENTITY OF TRUST PROPERTY
What is meant by "modify or delete property"?
What about coffee cups, the Basic Journal, and other such products?
ARTICLE IV: OPERATIONAL RULES
This article refers to the trust operational rules. Are the rules separate from the trust in some way? Aren't they registered as part of the trust with the attorney general?
ARTICLE V (TRUSTEE)
This means that the trustee (NAWS, Inc.) has the duty to receive from the fellowship any intellectual properties that the fellowship decides are to be included in the trust. The trustee must then properly register its possession of the property, preserve it in its original form, use it in the way described in the instrument and rules, and take steps to ensure that others do not misuse the intellectual properties.
In Section 1, Item 7, what is meant by "make the trust property productive"?
The trustee must make the trust property available in some useful form to those who would benefit from it--namely, the NA Fellowship as a whole.
In Section 2, what is meant by "all other matters may be delegated"? What are some examples of acts delegated to others?
The trustee may delegateportionsof its duties--for instance, it may contract with an attorney to register copyrights for certain trust properties--given reasonable supervision by the trustee. However, the trustee may never transfer or delegate to another entity the whole of its administrative duties. The trustee may hire an attorney to represent its interests in a court of law; it may charge an employee with the responsibility to account for the income of trust properties; it may appoint someone to negotiate a business deal on its behalf. However, the trustee may not ask someone else to take over the role of trustee itself--at least not on its own authority. Only the trustor can reassign all the rights and responsibilities of the trustee to another party (see the rules,
This section could really be labeled the trustee's "oath of office," and it is far from arbitrary. The language in this section has been very carefully crafted and is based on extensive California experience in defining the way in which a trustee can effectively be held accountable. Such a statement of the standard of care the trustee is to be held to is required by California trust law.
In Section 4, what are some examples of "powers conferred by statute"?
As with so much of the language included in the trust instrument, the lead to this section is taken directly from the California Probate Code division on trust law, Section 16200. The specifics are drawn from other sections of the code that describe the powers of trustees (Sections 16201, 16202, 16220-21, 16223-49).
While the "legalese" language found in these items is sure to be unfamiliar to most of our members, it is very common to these types of legal documents. We will try to clarify the particular points as best we can.
3.How could "the legal form of business" be changed? This item is phrased as if the trustee's corporation--the Narcotics Anonymous World Services, Inc.--were being set up at the same time as the trust. Item 3 gives NAWS, Inc. the authority to set up and incorporate a business enterprise so that it can fulfill the rights and responsibilities described in Article IV of the operational rules (print, warehouse, and distribute NA literature, etc.). It also gives NAWS, Inc. the authority to modify the way in which the business is set up if such is found to be necessary for the fulfillment of its responsibilities as trustee. (For more on "legal forms of business," see the glossary at the back of this handbook.)
4.What is meant by "manage and control"? This item gives the trustee (NAWS, Inc.) the responsibility to properly register, protect, and regulate the use and licensing of the trust properties themselves--that is, the copyrights to NA literature and the registrations of our trademarks and service marks. It also gives the trustee the authority to put whatever proceeds or assets might come from the sale of literature (using trust copyrights) or NA memorabilia (using trust trademarks) to whatever uses would most benefit the NA Fellowship.
5.How, to whom, and why would property be "encumbered, mortgaged, or pledged"? This is one of the standard clauses in trust instruments. It is usually intended to indicate that the trustee has been granted full authority to manage the trust property, especially for purposes of interaction with financial institutions. This power is very similar to a homeowner's ability to secure a mortgage on the equity in his or her house. It simply means that the trustee could use trust property as collateral in securing a loan, if that were held to be in the best interests of the trust. Note, however, that the most important of the trust properties--our fellowship's name and logos and the copyrights to NA's literature--cannot be put up for a loan.
8.Borrow money from whom? Why does this not say anything about excluding outside enterprises or being self-supporting? Item 8 allows the trustee to borrow money in the name of the trust and to use the proceeds from sales of literature (using trust copyrights) or memorabilia (using trust trademarks) to repay the loan without allowing a claim to be made on the trust properties (the copyrights and trademarks) themselves. Most businesses avail themselves of credit-line services offered by financial institutions. At various times in the past, NAWS, Inc. has had access to a credit line of $100,000. It is the belief of the NAWS board that this service is not an "outside contribution" since Narcotics Anonymous World Services not only repays the principal but also makes interest payments for its use.
9. This item simply authorizes the trustee to settle any legal actions taken against the trust should the trust itself be sued, and to release others from claims arising from disputes initiated by the trustee if such is deemed to be in the best interests of the trust.
11.Does this include writers? What does "administrative duties" mean? This item allows the trustee to hire or contract with people specifically to manage affairs related to the trust arrangement itself. Such administrative duties might require the assistance of attorneys to register copyrights and trademarks, accountants to keep track of the proceeds from the sale of literature and memorabilia, or administrative staff to compile necessary reports on trust activities, process trust-related correspondence, or evaluate requests to reprint literature protected by trust copyrights. Editorial staff could be used to draft or edit reports for these purposes, of course, but this item does not give the trustee specific authority to hire writers to help with the drafting or editing of literary projects being developed by one or another of the WSC boards or committees. The authority to spend money generated from the sale of copyrighted literature or memorabilia using trust trademarks to hire staff to provide "administrative, organizational, and logistical services to the World Service Conference" (writers among them, should they be required) is detailed in Article IV, Section 9, Item 1 of the operational rules.
12. This item gives the trustee the authority to sign whatever legal documents it must sign in the course of carrying out its responsibilities.
13. This item gives the trustee the authority to defend itself if it is sued and to file its own lawsuits against others, not only to protect the trust property but also to protect the trustee from liability, so long as its actions have been taken within the framework of its duties. Note that the matter of filing suit to protect the fellowship's literature and logos is dealt with in much greater detail in Article IV, Section 11 of the operational rules.
What is the purpose of Section 5? Would it mean that new groups would not be able to get starter kits from the WSO? Would it mean they couldn't get literature if they couldn't afford it?
Under California trust law, the power to make loans to the beneficiary is one of the standard powers assigned to trustees. Therefore, we must specifically limit this power in our trust's instrument if we do not wish monetary loans to be made from the trust.
This section does not limit the kinds of group service efforts we have come to expect from our World Service Office. It does not prevent NAWS from providing new groups with starter kits, and it does not restrict the NAWS from making appropriate arrangements to distribute literature at reduced cost or free of charge in cases of need. (See Article IV, Section 9 of the trust operational rules, and specifically Item 2.)
In Section 6, define "indemnify." Is there any insurance policy? A different policy for the NAWS board? What are some examples of "other persons"? Define "wrongfully consented to"; give possible examples.
To indemnify means "to secure against hurt, loss, or damage." All this section does is provide that none of the persons mentioned will be burned at the stake for making a simple error in judgment made while carrying out their duties, provided the error is made in good faith. The "other persons" referred to could include either those who are contracted to provide specific services for NAWS, Inc. or who provide services on a voluntary basis at the behest of the corporation. If any of them are sued for something they've done in the performance of their duties, Article V, Section 6 of the trust instrument requires the trustor to protect them from personal harm.
Early in 1992, NAWS, Inc. extended its liability insurance coverage to provide this specific kind of protection for members of the NAWS Board (including its officers), other volunteers on world service business, WSO employees, and those under specific contract to NAWS, Inc. A single policy covers them all. Authorization for such insurance has been specified since 1987 in Article 8 of the NAWS, Inc. bylaws.
Note that this section does not protect directors, officers, employees, or anyone else from any liability that may arise from wanton neglect of their responsibilities or from malicious acts. Nor does this section provide for protection against liability arising from "any act wrongfully consented to by the beneficiary or trustor."
Why can an individual be sued by the trustee (NAWS, Inc.) while an individual associated with the trustee can not be sued for their actions? Why does the trustee have more rights and protection than the beneficiary?
It's true that both the trust instrument and the operational rules have provisions allowing the trustee to file lawsuits to protect both itself and NA's literature and logos. (See instrument, Article V, Section 4, Item 13, and rules, Article IV, Section 11.) To date, the fellowship has stated in no unclear terms that NAWS, Inc. is responsible to protect the fellowship's literature and logos from anyone who threatens them, whoever those persons may be. This is simply a restatement of the intent of our First and Fourth Traditions in the context of the entire fellowship's intellectual property rights: No individual NA member, no individual NA group has the right to take action benefitting themselves that would impair our common welfare or negatively impact NA as a whole in any serious way. If the fellowship were to forbid the trustee to protect NA's copyrighted literature from being altered or published at will by individual members or groups, the courts would interpret that as the fellowship's way of saying that they had abandoned their collective control of the copyrights to NA literature--to put it bluntly, we would lose our copyrights to the Basic Text and all other NA literature.
Let's clarify the matter of lawsuits and the indemnification provided to NAWS members, employees, and contractors. Indemnification simply provides assurance that those who serve on our World Board or who take employment at NAWS will not be subject to personal financial ruin if they are sued for doing their jobs. They are given this kind of protection because it is conceivable that people put in such a position on our behalf may need it and because our fellowship has refused to put them in that position without backing them up. This does not give them more rights than the beneficiary. Remember, the beneficiary is "the Fellowship of Narcotics Anonymous as a whole." In the normal course of trust activities, NA as a whole is not exposed to any liability at all; only the trustee is exposed to such liability. The only reason the beneficiary, as defined in this trust, is not provided indemnification from liability is because the beneficiary has no liability associated with the trust.
Why is Section 7 there?
ARTICLE VII: TERMINATION
This is a standard provision in the articles of incorporation or bylaws of many nonprofit organizations. The trust purpose may be fulfilled either when addiction disappears or when a cure is found--granted, not a likely occurrence. On the other hand, it could conceivably come to be impossible for the trust purpose to be fulfilled if, for instance, legislation is enacted outlawing the association of known addicts.
ARTICLE VIII: JURISDICTION
Because the standards of accountability that trustees are held to in caring for a trust are far stricter in California than anywhere else in the USA. Registering the Fellowship Intellectual Property Trust in California provides the fellowship with the greatest possible protection. The NAWS corporation has had principle offices and has been registered in the State of California since 1977. The California Attorney General's Office would probably have had some serious questions if we had tried to establish this trust in a state with more lenient standards of care.
Why no jury trial?
Because trusts are subject to probate law, not criminal law, and juries are not used in probate court. This is merely a statement of legal fact concerning all trusts under California law, not a special provision of the Fellowship Intellectual Property Trust.
ARTICLE IX: TRUST REGISTRATION
TRUST OPERATIONAL RULES
The means by which the fellowship acts as trustor is described in a very specific, even peculiar way. What is behind this language?
In developing the trust, we had originally identified the World Service Conference itself as the trustor. Historically, the NA groups have given the conference authority to make decisions concerning services affecting the entire fellowship, putting it in a good position to act as trustor of the Fellowship Intellectual Property Trust. However, identifying the WSC itself as trustor created two problems.
First, because the trustor must be the actual owner of whatever is being placed into trust, we would have to find a way to identify the fellowship itself as the trustor and, hence, the "equitable" (or moral) owner of NA's literature and logos.
Second, with the approval of Twelve Concepts for NA Service in 1992, our fellowship had agreed that decisions affecting the NA message must be decided, in some fashion, by the NA groups. "For example," the essay on Concept Two reads, "proposals to change NA's Twelve Steps, Twelve Traditions, name, nature, or purpose should be approved directly by the groups." The NA name, being a registered trademark and service mark, is one of the intellectual properties covered by this trust; the nature and purpose of Narcotics Anonymous are defined by its copyrighted literature, also protected under the trust. Giving the whole WSC body--including conference officers, committee chairs, trustees, and the WSO board chair along with the RSRs--authority to make decisions about the Fellowship Intellectual Property Trust seemed to run contrary to the spirit of the Twelve Concepts. Somehow, the trust would have to identify either the NA groups or their direct representatives as the collective trustor.
However, we could not show the duties of the trustor of the Fellowship Intellectual Property Trust as being dissipated among the individual groups because the decisions the trustor has to make affect the fellowship as a whole. To give individual groups the ability to take action on their own that could seriously affect other groups or NA as a whole would contradict our Fourth Tradition. Somehow, we had to provide means by which the groups or their direct representatives could fulfill their responsibilities as trustor in a coordinated way, so that they all took part in decisions affecting them all.
That's how we came to define the trustor as:
1) the Fellowship of Narcotics Anonymous
2) as given voice by its groups
3) through their regional delegates
4) at the World Service Conference.
The fellowship itself, as given voice by its groups through their regional delegates at the World Service Conference, is identified as the trustor and, therefore, the equitable owner of NA's literature and logos. The NA groups are placed in direct control of the trust because the trust directly affects the interests of each individual NA group. Only their direct representatives, the RDs, are recognized as having the ability to make decisions on their behalf concerning the trust. The RDs are required to make those decisions only within the context of the WSC, assuring that action affecting the entire fellowship will be conducted in a coordinated fashion.
Throughout Article II, we find statements like this: "The ownership of [our literature] will be registered in the name of the Trustee," the Narcotics Anonymous World Services, Inc. Some members might ask, "Does this mean that the fellowship doesn't own its own literature?" The answer to that question is no.
Ever since the World Service Office (now called Narcotics Anonymous World Services, Inc.) was created in the early 1970s, it has been the registered legal owner of the copyrights to our literature. However, the equitable owner of our literature is the fellowship itself, as described in Article I, Section 3 of these rules. The Narcotics Anonymous World Services, Inc. is not, after all, a completely independent entity; it is our fellowship's world service corporation. All Article II says is that legal ownership of the fellowship's literature will be registered in the name of the fellowship's legal corporation.
Regarding Section 3, does this include coffee cups, the Basic Journal, and other memorabilia products?
Regarding Section 3, define "hybrid".
Does Section 4 affect H&I's "Reaching Out" newsletter?
Section 5: works made for hire
Does this mean that no literature will be originated outside the WSC Literature Committee? Is an individual, group, area, or region prohibited from writing literature?
Does this mean that no individual who may have a vast knowledge in a particular area of recovery and/or the fellowship may have his or her name printed?
Though we do not print NA books or pamphlets showing the names of individual authors, that is not what this section refers to. This says that individuals who take any part, big or little, in helping create literature for NA must do so for the fellowship's benefit, not their own. The copyrights will be registered in the trustee's name, protecting the entire fellowship's rights to the literature, not in the names of any individuals who may have had a part in the project. Creative members who wish to write and publish their own copyrighted recovery material under their own names are not prohibited from doing so, provided they do not use the NA name or other trademarks.
No. This refers only to trustliterary properties--materials created in the name of NA as a whole. For more information on local newsletters, see the approved Handbook for NA Newsletters, available from the World Service Office
Does the way Section 1 is written exclude the creation of literature, etc., outside of the WSC/NAWS--for instance, in groups or areas?
Does this leave anything out (keytags, WCC cups, etc.)?
Why is Section 2 included in the rules?
It sounds like the Basic Text and other pieces of NA literature may be revised with only ninety days notice. Is this true?
Yes, technically speaking. This reflects conference action taken in 1990. However, the same action showed an understanding that the fellowship should be given as much time as possible to review new or revised literature being proposed for its approval.
Does Section 4 conflict with the Trust Instrument, Article V, Section 4, Item 11?
What are some examples of expenses?
Regarding Section 7, does Item 1 mean logos can be changed at any time?
Does Item 2 mean the trustee totally controls pricing of all literature?
Regarding Section 11, Item 5, does this mean that NAWS, Inc. can file a lawsuit without telling (or asking) the WSC if it thinks that it may jeopardize the success of that action?
Yes. As we were putting the trust documents together, the only situation in which we imagined this occurring would be if one or more conference participants themselves were targets of a particular suit. Note also that the item says that prior notice cannot be withheld unless it "would demonstrably impair the trustee's ability to effectively protect the trust property." Should the RDs, as trustor, ever suspect that notice had been withheld without due cause, they could--and should--require the office to demonstrate its case.
Therefore, we have drafted Section 3 in such a way as to allow segments of the fellowship to review the records of the Narcotics Anonymous World Services, Inc. Any region may inspect any NAWS records except its personnel records. (USA federal employment codes require that employers keep these records completely confidential.) The inspection team would be led by a member of the World Board, who is intended to serve as mediator and controller of the inspection. The reporting coming out of the inspection is designed to be objective, and its results are to be distributed to all RDs. This inspection procedure can do two things:
1. It can defuse controversy by thoroughly and objectively investigating any suspicion of impropriety on the part of the NAWS in its administration of the trust.
2. It allows for open communication, thereby removing any air of suspicion or doubt.
Sections 2, 3
What happens to the trust when and if the service structure changes?
Article VII of the Trust Operational Rules describes clear procedures by which both the instrument and the rules can be revised to conform with any change in the service structure.
Bond. A deposit guaranteeing performance of an act previously agreed to, which is forfeited if the act is not fulfilled according to terms. (Instrument, Article I, Section 5)
Conveyance. The transference of property (esp. real property) from one person to another by any lawful act; in modern use only by deed or writing between living persons. (Instrument, Article I, Section 2)
Copyrights. The exclusive right given by law... to an author, composer, designer, etc. (or his assignee) to print, publish, and sell copies of his original work.
Encumber. To burden (a person or an estate) with debts; esp. to charge (an estate) with a mortgage. (Instrument, Article V, Section 4, Item 5; and Article V, Section 5)
Fiduciary. A fiduciary relationship is "one founded on trust or confidence reposed by one person in the integrity and fidelity of another." Basically, the fiduciary relationship is one where someone is given something to care for--copyrights, for example--and specific instructions about how to provide that care. Further instructions on how that care should be given may be issued as time goes on, and the caretaker is obliged to follow those instructions. Though the thing being cared for may come to be legally registered as the property of the caretaker, the original owner (in our case, the fellowship) maintains what is called equitable interest in the property and may take it back. (Instrument, Article V, Section 4; Operational Rules, Article I, Section 1; and Article IV, Sections 2, 3, and 10)
Hybrid trademarks, service marks. The combination of one registered trademark or service mark with one or more other marks, whether registered or not. (Operational Rules, Article II, Section 3; Article IV, Section 5)
Indemnification. To secure against hurt, loss, or damage (esp. by means of an insurance policy). (Instrument, Article V, Section 6)
Infringement. A breaking or breach (of a law, obligation, right, copyright, patent, etc.); breach, violation. (Operational Rules, Article I, Section 1; Article IV, Section 11)
Injunction. A judicial process by which one who is threatening to invade or has invaded the legal or equitable rights of another is restrained from commencing or continuing such wrongful act, or is commanded to restore matters to the position in which they stood previously to his action. (Operational Rules, Article IV, Section 11, Item 5)
Intellectual property.Creations of the mind or spirit. Types of intellectual property include literature, trademarks, patents, and manufacturing processes, among others.
Legal form of business.The organizational type under which a business is registered with the government. Such forms include corporations, foundations, partnerships, and unincorporated associations of individuals. (Instrument, Article V, Section 4, Item 3)
Pecuniary profit.An award resulting from a lawsuit. (Operational Rules, Article IV, Section 3)
Performance audit.A meticulous examination of management policies and procedures. (Operational Rules, Article IV, Sections 10, 12)
Detail: A normalauditoccurs when a CPA comes into the office, reviews the accounts, prepares the annual financial statements, and certifies the integrity of the books with specific notes. This kind of audit is currently conducted each year at the NAWS, and its results are published in the World Services annual report.
A performance auditis more complicated, more time-consuming, and vastly more expensive. The accountants come in, review NAWS financial policies, then track through every aspect of everything the office does that has to do with either incurring expense, paying out money, or receiving payment. Once they've completed their job, they issue a comprehensive report and set of recommendations on NAWS financial procedures along with the ordinary statements and certification. No performance audit has yet been conducted of NAWS.
Perpetual charitable trust.Perpetualmeans "never ceasing; continuous; enduring; lasting; unlimited in respect of time." A charitable trust is defined as a "fiduciary relationship with respect to property arising as a result of a manifestation of an intention to create it, and subjecting the person by whom the property is held to equitable duties to deal with the property for a charitable purpose." Acharitable purpose is thought of as the "accomplishment of objectives which are beneficial to the community or area." And a fiduciary relationshipis "one founded on trust or confidence reposed by one person in the integrity and fidelity of another." (Instrument, Article I, Section 3)
Probate Code, California.The branch of California civil code governing trusts. (Instrument, Article VIII)
Prudence. Ability to discern the most suitable, politic, or profitable course of action, esp. as regards conduct; practical wisdom, discretion. Wisdom; knowledge of or skill in a matter. Foresight; providence. Note that in the course of California Probate Court action, "prudence" as affecting the administration of trusts has come to describe certain specific standards of care.(Instrument, Article V, Sections 3 and 4)
Ratify. To confirm or make valid (an act, compact, promise, etc.) by giving consent, approval, or formal sanction (esp. to what has been done or arranged for by another). (Operational Rules, Article I, Section 1; Article IV, Section 11, Item 4)
Recovery literature.Any Narcotics Anonymous book, booklet, or pamphlet intended primarily for use by individual NA members or for use or distribution within the context of an NA recovery meeting. (Instrument, Article III, and Operational Rules, Article II, Section 2)
Register. To make formal entry of (a document, fact, name, etc.) in a particular register; also to get (a document, etc.) entered in the register by the person entitled to do so. (Instrument, Article IX; Operational Rules, Article I, Section 3; Article II, Section 5; Article IV, Section 5)
Seizure orders. Court orders to seize a person's property to remedy prior damage to another or to prevent the possibility of further damage. (Operational Rules, Article IV, Section 11, Item 5)
Service marks. A mark or device used to identify a service offered (such as transportation or insurance).
Service materials.Handbooks or other materials intended primarily for use within the context of an NA service board or committee. (Instrument, Article III, and Operational Rules, Article II, Section 2)
Settlor. The dictionary defines settlor as "a person who makes a settlement of property." When the trust instrument says that "the Fellowship of Narcotics Anonymous... is the Settlor and Trustor," it means that the fellowship is the creator of both the property being placed in trust and the trust itself, and therefore maintains equitable ownership of the trust property. (Instrument, Article II)
Third-party liability.A liability in the nature of a contingent claim, wherein the trustee is not accused of having caused damages and does not claim to have been harmed but is rather held liable for someone else's damages. (Instrument, Article V, Section 4, Item 7)
Trademark. A mark secured by legal registration used by a manufacturer or trader to distinguish his goods from similar wares of other firms; usually a distinctive device or figure, a fancy name or trade name, or the name of an individual or firm, marked or impressed on the article or upon the package, etc., in or with which it is sold.
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