Bylaws of the Boundless Love Project

Preamble: Purpose of Bylaws

These bylaws not only outline the rules we follow in our official business matters, but also shares our bedrock values while giving examples of how we envision putting those values into practice. We hope that all who read these Bylaws walk away with a good understanding of who we are, what we stand for, and how we operate.

Article 1: Offices

Section 1. Principal Office

The principal office of the corporation is located in Dakota County, Minnesota.

Section 2. Change of Address

The designation of the county or state of the corporation's principal office may be changed by amendment of these bylaws. The board of directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these bylaws:

New Address: ______________________________________ Date: ____________

New Address: ______________________________________ Date: ____________

New Address: ______________________________________ Date: ____________

Section 3. Other Offices

The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate.

Article 2: Nonprofit Purposes

Section 1. IRC Section 501(c)(3) Purposes

This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

Section 2. Specific Objectives and Purposes, and Means

The specific objective and purpose of this corporation shall be the peaceful creation of a global Beloved Community where all humans, all nonhuman animals, and all life forms thrive. To do this, we will:

a. Encourage self-actualization and awakening by offering free, nonsectarian meditation and mindfulness trainings. These trainings will help individuals and groups overcome delusion with truth, cruelty with compassion, greed with peace, and hatred with love. May both our life examples and our teachings help all we encounter know the benefits of mindful living.

b. Teach principled nonviolence and mindfulness to social justice advocates that their/our activism may be more effective, sustainable, loving, and healing for all involved. These trainings aim to create the Rosa Parks, Malala Yousafzais, Sojourner Truths, Cesar Chavezs, Gandhis, and Martin Luther King, Jrs. that humanity, animals, and the world so desperately needs.

c. Using principled nonviolence, we advocate on behalf of all beings and life forms in need of help; especially those in greatest need. We work in partnership and solidarity with those who suffer to provide relief, transform systemic injustices, and ultimately create understanding, peace, and reconciliation between all parties.

To clarify, we use the term life form to refer to both animate life forms—such as trees, plants, insects, soil bacteria, and so forth—as well as so-called “inanimate” life forms such as lakes, rivers, sky, soil, climate, clouds, mountains, prairies, and so on.

d. Freely distribute our best trainings and resources on our website so that anyone with internet access may benefit from them. Our trainings heal people and the world. The sooner individuals and communities live these teachings, the sooner we will come out of our delusions and create the universal Beloved Community. Although these teachings are priceless, they were given to us through good fortune, thus we give them away out of love for all beings and all life.

e. Serve as a “heart” tank and consultancy group to non-governmental organizations, governments, corporations, the general public, and others looking for peaceful, nonviolent, healing solutions to social justice, environmental, and animal protection issues.

f. Expand and redefine our educational, advocacy, and support programs from time to time as necessary. Because of life’s changing circumstances, we will be flexible and adaptable, adding programs and services based on our capacity and community need, with the aim to peacefully create a global Beloved Community where all life thrives.

We plan to start our focus on teaching meditation and mindfulness and expand our focus to the other objectives as the capacity of our organization grows.

Section 3. Specific Means to Achieving our Aspirations

We will measure the success of our mission by the skillfulness of our means. More important than what we do, is how we do what we do. We aspire that all of our actions be motivated by an inclusive love for all beings and all life. If we are skillful and loving in our intentions, thoughts, words, and deeds, then we have succeeded.

Because of the interdependent nature of existence, we don’t have control over the results of our actions, and thus, we leave the results of our actions for Life in all of its complexity to determine.

Therefore, out of love for all beings and all life, we operate in the following manner:

a. We operate as a nonsectarian and intertraditional organization that appreciates and honors all wisdom traditions, be they religious, spiritual, or secular. We gladly share the truths of these wisdom traditions with others for the benefit of all life.

b. We operate using a gift economy model. This means we freely share the teachings we have been fortunate enough to receive, and fund our efforts through the generosity of those who benefit from our teachings. The gift economy approach helps remove financial barriers that may prevent people from learning mindfulness, safeguards us from falling prey to the delusions of greed, and facilitates our sharing these teachings from pure, loving motives for the well-being of others.

Despite this sublime ideal, many institutions we may like to partner with are unable to work from a gift economy framework. Moreover, they often have the funds, or work with clients who are able to pay for our services. In these situations, we will charge reasonable rates that are commensurate, or less than, what others charge for these services.

Funds raised from these fees may then go towards providing our services freely to underprivileged communities and individuals unable to pay. We may even use these funds to pay interested-in-learning, yet destitute people to attend our trainings. In this way they can attend while still getting the income they need to provide for their and their family’s needs.

Regardless of whether our services be offered from a gift-economy or fee-for-service approach, we will share these trainings with love, out of concern for the well-being of the participants.

c. We operate in a fully inclusive manner, welcoming and affirming the inherent dignity and worth of all beings and life forms, as they are, in this very moment. All beings want to be happy, peaceful, and safe. We commit to respecting everyone, as they are, that they may feel happy, peaceful, and safe at our events or while participating, volunteering, or working for our organization.

Our Statement of Inclusion

To all who read, this, welcome! You are inherently valuable. If you weren't, you wouldn't exist. Life loved you so much that you were created, and you are the only you that exists. No one else is exactly like you. We wish you peace, safety, and happiness. We appreciate your involvement and participation and will do our best to help you feel welcomed, appreciated, and safe in your/our community.

We welcome, value, and honor people of all races and ethnicities. We commit to celebrating and appreciating your culture, and helping you feel safe and valued in your/our community.

We welcome people of all genders, gender identities, and gender expressions. We welcome those of us who are cisgender female, transgender, non-binary, cisgender male, or who feel more comfortable using another term to express their gender identity. We commit to celebrating and appreciating you, respecting your preferred pronouns, and helping you feel safe and valued in your/our community.

We welcome people regardless of your immigrant status. We welcome those of us who are undocumented immigrants, conditional residents, permanent residents, naturalized citizens, non-immigrants, citizens by birth, or if you are classified in some other way. We commit to celebrating and appreciating you, and helping you feel safe and valued in your/our community.

We welcome people of all sexual orientations. We welcome those of us who are asexual, two spirit, bisexual, lesbian, gay, queer, demisexual, heterosexual, or if you define your sexuality in some other way. We commit to celebrating and appreciating you, and helping you feel safe and valued in your/our community.

We welcome all people of all abilities. We welcome those of us with physical disabilities, mental disabilities, and both physical and mental disabilities. We commit to making our events and resources accessible to you, and helping you feel safe and valued in your/our community.

We welcome people of all religious and philosophical beliefs, and those with none. We welcome those of us who are Muslim, Sufi, Jewish, Hindu, Jain, Taoist, Buddhist, Shinto, freethinkers, atheists, agnostics, stoics, epicureans, Pagans, Christians of all denominations, and those of us from all other secular and religious wisdom traditions not mentioned. We honor, respect, and appreciate your wisdom tradition. We do not ask you to convert to another wisdom tradition. Our teachings may be considered as a supplement that will help you go deeper into your own wisdom tradition, gain new insights, and more fully realize the benefits of your own wisdom tradition in your own life. We commit to celebrating and appreciating you, and helping you feel safe and valued in your/our community.

We welcome people of all shapes, sizes, and smells. True beauty is on the inside and we see that inner beauty in everyone, regardless of how the physical body appears or smells. We commit to celebrating and appreciating you, and helping you feel safe and valued in your/our community.

We welcome people from all communities. We welcome those of us who live in rural, suburban, and urban areas. We commit to celebrating and appreciating you, and helping you feel safe and valued in your/our community.

We welcome people of all economic situations. We welcome those of us who are poor and destitute, those of us who are financially successful, and those of us who are in-between these extremes. For those of you who are poor and destitute, we will do our best to make the resources we offer more accessible to you. Regardless of your economic situation, we commit to celebrating and appreciating you, and helping you feel safe and valued in your/our community.

We welcome people from all education levels. We welcome those of us who have never been to school, or have an elementary-level, or mid-level, or high school-level education whether that be a GED or high school diploma. We welcome those of us with an associate, bachelors, or graduate degree or more. Regardless of our educational level, you have inner wisdom and something to teach others. We commit to celebrating and appreciating you, and helping you feel safe and valued in your/our community.

We welcome people of all ages. We welcome those of us who are newly born, those who are eternal, those of us who are in-between, and those who don’t know their age. We commit to celebrating and appreciating you, and helping you feel safe and valued in your/our community.

We welcome people whether healthy or sick. We welcome those of us who suffer from chronic and acute health problems be they known or unknown, those of us with robust health and unlimited energy, and those of us who fall somewhere in-between. We commit to celebrating and appreciating you, and helping you feel safe and valued in your/our community.

We welcome people from all political persuasions including those who ascribe to none. We welcome those of us who are Conservative, Republican, Independent, Libertarian, Tea Party, Communist, Anarchist, Green, Grassroots, Liberal, Democratic, Socialist, Democratic-Socialists, or a part of another political party not named, as well as those who are apolitical. Regardless of our political beliefs, we all share the desire to be safe, protected, peaceful, and happy. Working from this common ground, we can mindfully listen to each other, compassionately understand each other, and kindly work with each other across party lines to create skillful solutions that allow all life to thrive. We commit to celebrating and appreciating you as you are, and helping you feel safe and valued in your/our community.

We welcome people who have caused harm, yet seek to embody love, compassion, and nonviolence. To those of us who have committed war crimes, murder, rape, arson, theft, or have tortured animals and poisoned the environment, or committed any other violent, harmful, and unskillful actions, we must remember that we are not our actions. Any unskillful actions that we have committed do not define us, nor do they align with our fundamental loving nature, and they certainly do not diminish our worth and value as human beings. We are still lovable and worthy of love. We welcome those of us who have harmed others, and offer meditation and mindfulness resources to help us overcome our unfortunate conditioning and past traumas, that we may be more skillful, nonviolent, loving, peaceful, and joyful. Regardless of our past misdeeds, we commit to celebrating and appreciating you, and helping you feel safe and valued in your/our community.

We welcome people regardless of their level of involvement with the Boundless Love Project. Whether we serve as a board member, a volunteer, a worker, an independent contractor, a supporter, a participant who attends a training, a member of our email newsletter, or if we are involved in some other way, our participation is appreciated. We commit to celebrating and appreciating you, and helping you feel safe and valued in your/our community.

If we have missed anyone in this welcome, then we welcome you too. We welcome all who are named and all those who are not named. We commit to celebrating and appreciating you, and helping you feel safe and valued in your/our community.

d. We actively encourage staff, volunteers, and participants to do the “inner work,” which helps us remove our prejudices, and we actively work to address systemic forms of oppression within the organization and the broader community, that we may create a global Beloved Community where all life thrives.

We all have prejudicial thoughts, and this does not make us bad people. The mind absorbs them from the broader culture and our conditioning. Although the prejudices we hold are not our fault, they are our responsibility to see, investigate, and remove.

Prejudicial thoughts arise from the falsehood of judgment. Judgment creates a hierarchy of value that ranks some people (or beings or life forms) as “better than,” or “more deserving” of love, care, and consideration, while ranking others as “less deserving” of getting their needs met. In extreme cases, judgment views certain people, beings, or life forms as deserving of punishment, abuse, cruelty, and death.

In truth, all life is precious, valuable, and worthy of our love, care, and respect. The fact that all life forms depend on each other to thrive means that it makes no sense to value some life forms while denigrating others. The best way to ensure that we, as individuals, thrive, is to ensure that all life around us thrives, too.

Thus, to counter the falsehood of judgment, the Boundless Love Project actively promotes measures to prevent and address overt, implicit, and unconscious prejudice by staff, volunteers, and participants.

Some of these measures are described below.

The Inner Work

Our judgmental and prejudicial thoughts often work on an unconscious level, even when consciously, we desire to be free of prejudicial thoughts and consider ourselves to be free of prejudice.

To help make the unconscious in us conscious, and to help us see and remove our prejudicial judgments, we kindly encourage all staff, volunteers, and participants to do the “inner work” which consists of these three things: 1) adopt a mindfulness practice, 2) notice the impersonal and conditioned nature of our thoughts, and 3) be on the lookout for prejudicial thoughts that arise, that we may see their falsehoods, and replace them with more kind and accurate ways of thinking.

Together, doing these three things simultaneously allows us to do the inner work of seeing and removing our prejudices. We now look at each step more closely.

1. Adopt a mindfulness practice

Through our meditation and mindfulness practices we develop the mindfulness and focus required to objectively and compassionately observe our thoughts and evaluate them for judgment and prejudice.

When found, we investigate the thoughts: How is this thought unhelpful? How is it unkind? How is it untrue? What is a more helpful, kind, and truthful way of seeing this situation? Through such investigation, we discover a more accurate and kind way to understand and relate to others.

2. Notice the impersonal and conditioned nature of thoughts

We all have prejudicial and judgmental thoughts because the mind absorbs them from the wider culture and our individual experiences, which we had no control over. That is just how the mind works, and how the mind works is also something we did not get a say in. Therefore, the prejudicial thoughts in our head are not our fault, but they are our responsibility. If we want to live with more love, peace, and joy, we need to do the inner work of identifying and replacing unkind, untrue, and unhelpful prejudicial thoughts with those that are kind, true, and helpful.

By noticing and continually reminding ourselves of the impersonal nature of thoughts, we no longer take prejudicial thoughts personally, nor see them as a moral failing on our part, but more accurately as a by-product of the cultural conditioning we received. This allows us to see prejudicial thought without triggering self-judgment, self-condemnation, and the associated guilt and shame such judgment and condemnation create. Instead, we see our impersonal thoughts clearly with compassion, curiosity, love, and wisdom.

3. Be “on the lookout” for prejudicial thoughts

When we believe that “we are not prejudiced,” that belief keeps our prejudices and judgments unconscious and hard to see. We must remain open to seeing them, and actively be “on the lookout” for them. This helps make them conscious.

Using these three approaches together aids us in letting go of our delusional and prejudicial conditioning, and we live more in accordance with our true, genuine, loving self. Given our deep cultural conditioning, becoming free of judgment and prejudice is best adopted as a life-long journey, rather than a destination. It will take courage, time, patience, persistence, kindness, and compassion to yourself – and all life – to make this journey, and we seek to support each other and the wider community in making that journey.

Inner Work Supports

In addition, we actively support any and all skillful means to help us individually and collectively foster deeper understanding and appreciation for one another and a recognition of the inherent worth and value of all life forms. A few of these skillful means also include:

  • reading books by, listening to talks by, and developing friendships with people outside of our own culture, race, gender, wisdom tradition, sexual orientation, economic class, and so on;

  • attending trainings on implicit bias, white privilege, overcoming prejudice, and so on;

  • becoming a part of a racial-, gender-, or other-kind-of-affinity group to examine and unpack our ego’s prejudicial conditioning;

  • mindfully listen to and learn from our community members, especially those who say our words or deeds have harmed them. More about this can be read under the Accepting Criticism header below.

Accepting Criticism and Making Amends for Harm Done

Because much of our prejudice and judgment operates on an unconscious level, often our peers can see our prejudice more clearly than we can. When they, or a representative of theirs, comes to us with criticism, it is wise to listen and learn from them.

If our words or deeds have harmed them in some way, hopefully they can share their concerns in a kind and compassionate way. Yet even if they do not, we still encourage our staff, volunteers, and students to do what is mentioned below:

• Mindfully listen with an open heart. Avoid becoming defensive, justifying your behavior, or writing off the deliverer of the criticism. If you notice these patterns arising in yourself, it may be good for you to ask for a minute to take a mindful pause.

Rather than view them as an enemy attacking you, see them as a friend helping you see what has previously been unconscious in you – even if you think you are blameless in this situation.

Do your best to listen to them to gain understanding. Usually someone harmed will try to explain the impact your actions had on them. Do your best to empathize with them and their suffering.

If you see you have caused harm, apologize, and ask them what they need from you to make amends. They may not know what their needs are, nor how you can make amends. Be OK with that. Offer them time to think on it and get back to you when they have more clarity. It may take several conversations, in conjunction with appropriate actions, to address their needs and make amends.

• Remember the difference between intention and impact. We may say or do something with loving intentions (intention) that actually harms others (impact). When this happens, do your best to continue showing up with loving intentions by acknowledging the impact, being willing to apologize, and taking appropriate actions to make things right. Use this as an opportunity to grow.

• Answer their questions truthfully. Often someone who has been harmed, has a desire for answers about what happened and why, as well as what has happened since. If they have questions for you, answer them truthfully. This will help heal the harm done to them and to your relationship.

• Apologize. Offer a sincere apology, thank them for the courage it took them to speak to you, promise them you will do better. This acknowledgement that you have done harm shows both your regret and your desire to not cause them future harm.

Even if you think you are blameless, it is wise to apologize for the harm you unintentionally caused, thank them for coming to speak to you, and state your commitment to addressing these concerns. If you feel blameless, it may be good to ask for some time to reflect and process what they told you. Reschedule another meeting with them and be sure to follow through with reconnecting.

• Make Amends. When a harm is committed, it creates obligations for the person who caused the harm. If you agree you caused harm, ask them what they need from you to feel better about the situation. They may need an apology (verbal or written), request information, or ask for some form of restitution or compensation.

If they ask for what you cannot give, explain why that won’t work, and collectively try to come up with a restitution that is mutually agreed to. Then be sure to follow through and do what you are able to do, to fulfill their needs.

If you cannot come up with a plan of restitution that is mutually agreed to, you may need to bring in a mutually-trusted third party to help negotiate one that is. Contact a Boundless Love Project board member or officer to help you find someone from our community willing to serve in this role.

Organizationally Being Inclusive and Welcoming

As an organization, we keep the values of inclusivity, equity, justice, and Beloved Community at the forefront of our minds as we make day-to-day decisions. We always seek to make our organization inclusive and welcoming to everyone. Examples of some of the way we do this include:

• Ensure that diverse populations be represented in the guest speakers we host, the quotes we share, and in the images we use.

• Actively seek diverse voices to be represented in the leadership, staff, and volunteers of the organization.

• Read our Native Land Acknowledgements before our events to show our solidarity with Indigenous people’s efforts to protect their/our culture, communities, and lands, and to live with dignity and have their/our treaties honored by governments, businesses, and individuals.

• Encourage people to share their pronouns during introductions to show our support for, and inclusion of, transgender and non-binary people.

• Use trauma-informed best practices to empower people to take care of themselves and do what is safe and wise for them.

• Commit to always being on the lookout for how we can make our programs, teachings, and events more inclusive and welcoming to everyone.

e. We respond to acts of harm between members with firmness, wisdom, and compassion using a restorative justice framework.

For harms committed within the organization or at organizational functions, where the involved parties are not able to resolve and make amends on their own. We ask that any witness or those victimized report the situation to any organizational leader that they feel comfortable reporting it to.

Organizational leaders include the president, treasurer, or secretary; any of the board of directors; an appropriate staff member, such as the head of human resources; or by using any online form we may create for this purpose. All who report these instances will be protected under our whistleblower policy (See Article 10 below).

Our primary way of resolving harms is by using restorative justice. Having received a complaint, organizational leadership will act in accordance with the values, principles, and guiding questions, as explained in The Little Book of Restorative Justice by Howard Zehr and summarized below, to address reported complaints courageously and lovingly in an effort to do their best to right the wrong.

Key Value of Restorative Justice: Respect for All

The key value of restorative justice is respect for everyone involved in the process: those harmed and their supporters, those who caused harm and their supporters, community members affected, and facilitators organizing the process.

Key Principles of Restorative Justice

A summary of the key principles are as follows:

  1. The primary aim of restorative justice, as we practice it, is to repair harm caused (to the extent possible) and prevent future harm. We are pleased that by-products of restorative justice often include personal growth for all involved, repairing relationships, and the co-creation of Beloved Community, although these are not the purpose of it.

  2. Restorative justice focuses on harms and needs. Who was harmed, and what do they need? This is primary. In addition, we ascertain the relevant needs of the community, and the needs of those who caused harm. We want to make sure everyone gets their needs met to the best of our ability, prioritizing the needs of those harmed.

  3. Restorative justice determines obligations and how those obligations will be met. When harm has been caused, it creates obligations for those who caused harm, as well as for the community and society where the harm occurred. What are their obligations and how will they meet them? Who will do what?

  4. Restorative justice involves everyone with a legitimate stake in the situation; including those victimized, those offending, organizational leadership, and other community members impacted.

  5. Restorative justice uses inclusive and collaborative processes, again prioritizing the needs of those harmed.

The Guiding Questions of Restorative Justice

From Howard Zehr’s The Little Book of Restorative Justice:

  1. Who has been harmed?

  2. What are their needs?

  3. Whose obligations are these?

  4. Who has a stake in the situation?

  5. What are the causes?

  6. What is the appropriate process to involve stakeholders in an effort to put things right and address underlying causes?

Restorative Justice Training and Clarification of Options

We encourage all board members, staff, volunteers, and participants to read The Little Book of Restorative Justice by Howard Zehr so they become familiar with the principles that help guide restorative justice processes.

In situations where the involved parties are unwilling to work with us, or the infraction seems beyond our ability to handle, or if the offending party does not follow through on their restorative justice agreements, or if those harmed desire it, or in other situations where the board deems it appropriate, we retain the option of turning the matter over to the criminal justice system, or using other forms of sanctions deemed necessary to safeguard our community.

f. We operate in a manner that allows all people, including future generations, to thrive. All people share the wholesome desire to be peaceful, happy, and healthy. All people share the desire to live in communities that are peaceful, happy, healthy, and safe.

When cultures have longstanding and entrenched judgments, it is inevitable that systemic forms of injustice arise within the culture. Widespread, often unconscious, judgments influence the creation of our laws, institutions, and behavioral norms, privileging some communities at the expense of others. We have seen this both historically and today in discriminatory voting laws, drug laws that de facto give harsher penalties to people of color, norms of behavior that make victim-blaming sexual abuse survivors seem reasonable and appropriate, and so forth.

In the United States, various culturally-entrenched delusions have created systemic structures that value: wealthy people over poor people; white people over people of color and Indigenous communities; native-born citizens over immigrants; cisgender males over cisgender females; cisgender people over transgender people; heterosexual people over asexual, bisexual, lesbian, gay, and queer people; educated people over uneducated people; able-bodied people over disabled people; gun manufacturers, arms dealers, and fossil fuel industries over the safety and welfare of all citizens; Christians over people of other faith traditions or people of no faith at all; people who conform to cultural standards of beauty over people who do not conform to cultural standards of beauty; US citizens over people of other countries; people in positions of power and authority over people who are not in positions of power and authority; people charged with white color crimes over people charged with street crimes; people who have not been convicted of a crime over those who have been convicted of a crime; and on and on.

Given these realities, we will mindfully and compassionately be on the lookout for institutional forms of prejudice, and do our best to avoid supporting and reinforcing them through our thoughts and deeds. To this end, we commit to purchasing products from businesses that fairly compensate their workers and treat them well. We will do our best to purchase no products from companies that use slave, child, or sweatshop labor, and encourage our supporters to do the same.

Moreover, we will do our best to create and abide by more just, loving, compassionate, and fair ways of thinking and living. Given our deep cultural conditioning, dismantling systemic injustices is best considered a journey, rather than a destination. It will take courage, time, patience, persistence, kindness, and compassion towards ourselves and and all life to make this journey, and we seek to support us all in making that journey.

g. We operate in a manner that allows all animals to thrive. Just like us, all nonhuman animals share the wholesome desire to be peaceful, happy, healthy, and safe. Yet various culturally-entrenched falsehoods have created systemic structures that value human animals over nonhuman animals. As a result, our dear relations of other species suffer horrific violence.

Given these realities, we will mindfully and compassionately be on the lookout for institutional forms of prejudice towards our animal relations, and do our best to avoid supporting and reinforcing them through our thoughts and deeds.

To this end, we will purchase no products that directly or indirectly cause harm to animals. This means we will not purchase meat, poultry, fish, eggs, dairy products, honey, leather, fur, wool, silk, and so on.

To help all animals thrive, we gently encourage all staff, volunteers, and supporters to mindfully investigate your relationship with animals. Contemplate how your higher, most-genuine self would like to see animals treated. Then mindfully and compassionately learn how animals in the food, fur, research, entertainment, breeding, and other animal use-industries treat animals. Further investigate how human environmental impacts such as deforestation, pollution, resource consumption, human-induced climate change, and so forth impacts wildlife populations and individuals.

Then compare how your highest aspirations for how animals be treated compare to the reality? Is there any way that your actions contribute to treating animals in ways that you disagree with? If so, what may you do to get your actions more in alignment with your heart’s skillful wishes that all beings thrive?

Given our deep cultural conditioning, getting right in our relationship with animals is best considered a journey, rather than a destination. It will take courage, time, patience, persistence, kindness, and compassion towards ourselves and all life to make this journey, and we seek to support us all in making that journey.

h. We operate in a manner that allows the natural world and all beings to thrive. We actively look for opportunities to simplify and economize our activities to reduce our ecological footprint and positively benefit the environment.

The “Five Rs, C, and a V” will be our guide for how the organization operates:

  1. Reject what is unnecessary.

  2. Reduce waste, and what we consider necessary.

  3. Replace harmful options for life-supporting ones. Some examples of this include using organic foods instead of chemically-laden foods, or using reusable silverware and plates, instead of single-use, disposable ones.

  4. Reuse materials.

  5. Recycle what is recyclable.

  6. Compost what is compostable.

  7. Embrace a Vegan ethic to spare animals from egregious suffering, protect our planet and climate, and for the health and wellbeing of future generations. To clarify, no one in our organization is required to be vegan, but our board members, staff, and volunteers are asked to respect this guideline to ensure that all group events and purchases made for the organization are vegan.

To help all life forms thrive, we gently encourage all staff, volunteers, and supporters to mindfully investigate our relationship with the natural world.

Take a mindful pause and ask:

• What words and phrases describe how your heart would like the air, water, land, forests, mountains, prairies to be? And how would you like them to be treated? What human behaviors prevent these wishes from happening? What human behaviors help make these wishes come true? What behaviors are you willing to do to make these wishes come true?

• What words and phrases describe how your heart wants eagles, dolphins, polar bears, penguins, squirrels, and other wildlife to be? And how would you like them to be treated? What human behaviors prevent these wishes from happening? What human behaviors help make these wishes come true? What behaviors are you willing to do to make these wishes come true?

• What words and phrases describe how your heart wants dogs, cats, horses, pigs, chicken, cows, and other so-called “domesticated” animals to be? And how would you like them to be treated? What human behaviors prevent these wishes from happening? What human behaviors help make these wishes come true? What behaviors are you willing to do to make these wishes come true?

Given our deep cultural conditioning, getting right in our relationship with the natural world is best considered a journey, rather than a destination. It will take courage, time, patience, persistence, kindness, and compassion towards ourselves and all life to make this journey, and we seek to support everyone in making that journey.

Call to Action on Climate Change

Because time is short and of the essence, and the fruits of inaction have dire global consequences, we clearly state our position on climate change: Climate change is real; it is human caused; it is already negatively impacting people, animals, and other life forms; and humanity needs to prioritize taking bold, decisive, and dramatic action now to protect our climate, our communities, and the health and safety of future generations.

If you believe climate change is not real, or not human caused, or that it is pointless or foolhardy to respond to it, we lovingly encourage you to mindfully and compassionately read the evidence and some opposing views with an open mind. These articles may be a good place to start:

It may be heart-breaking to admit that out of greed, delusion, and convenience, we are destroying the planet and climate that has allowed us and our animal relations to thrive for so long. Thankfully, we live in a lawful universe. If we plant seeds of loving actions to protect our climate, those seeds will lawfully bear fruit.

To effectively protect our climate and the health and wellbeing of future generations, we need collective actions and solutions. We applaud all individuals who lovingly eat a vegan diet, refrain from flying and driving, and live a materialistically simple life. We also recognize that we need to take systemic action.

We must encourage federal, state, and local governments; communities; industries; and individuals to do the following:

  1. Transition as quickly as possible to a 100% renewable energy system based on solar, wind, and other climate-friendly, healthy, and sustainable energy sources. At the same time, ensure that new energy infrastructure emits the least amount of electromagnetic fields (EMF) possible for the health and benefit of the general public, wildlife, and all life.

  2. Leave coal, oil, natural gas, and other fossil fuels in the ground.

  3. Shift our country’s laws, subsidies, commodities, foreign policy, and similar programs so they no longer support, promote, and encourage climate-harming animal food production and fossil fuel extraction, promotion, and use. Instead, we must create laws, subsidies, commodities programs, foreign policy, and other governmental and intergovernmental programs to support, promote, and encourage the adoption of 100% renewable energy sources and the production and consumption of organic plant foods.

  4. Transform our transportation system so it is 100% electrically powered by wind, solar, and other clean, sustainable, renewable energies. At the same time, ensure that vehicles produced emit the least amounts of EMF possible to safeguard the public, wildlife, and all life.

  5. Drastically reduce the manufacture and use of plastics. Made from fossil fuels, they contribute to climate change while also polluting our bodies, lands, oceans, and waterways.

  6. Provide financial, educational, moral, and other helpful support to help workers and their families affected by these changes both thrive and successfully transition into new careers.

  7. Use international agreements, laws, subsidies, and other incentives to require – or at least encourage – all scientists working on new technologies that deter climate change to share their research openly with each other and work collaboratively to speed up innovation and find solutions now.

  8. Encourage each of us to do what we can to decrease our ecological footprint, eat more plant foods, use fewer fossil fuels, and consume fewer resources; while also helping our schools, workplaces, places of worship, and other collectives we belong to do the same.

  9. Do whatever other skillful activities are necessary to implement the above plan and protect and save our climate for the health and wellbeing of ourselves and future generations.

i. We seek mutually-beneficial collaborations with social justice groups, places of worship, schools, businesses, and other organizations. Within these collaborations, we do our best to maintain our gift economy, inclusive, vegan, and environmental policies, while also being flexible, loving, creative, and cooperative with our collaborators. When entering into collaborative projects we aspire to:

1. Meet them where they are at. We will have no expectations about what they know or don’t know about our organization, policies, and practices.

2. Listen to their needs, aspirations, and reasons for why they want to collaborate with us, so we understand how they envision us having a mutually-beneficial relationship.

3. Be friendly, kind, open, and honest with them. We will lovingly share with them our policies and practices, our aspirations, and our understanding of how our relationship can be mutually-beneficial.

4. Evaluate the collaborative project in terms of our mission, policies, and the skillfulness of its means to determine if it is a good fit for us.

5. Ensure that no genuinely interested and qualified person is ever turned away from a training due to lack of funds. In those instances when trainings are not free, one option would be to have a no-hassle scholarship fund that covers all costs. Info on how to apply would ideally be included in all promotional materials for the training.

6. Honor and appreciate all efforts towards skillfulness by those with whom we collaborate. Never let what’s “best” or “ideal” become the enemy of skillful progress. For example, if we are invited to speak at a church potluck, we may discuss with them the possibility of having that potluck be vegan. If they will encourage, but not require, their members to bring vegetarian meals, that is progress that we can appreciate and honor.

7. Patiently be mindful, flexible, and creative in negotiating solutions that serve all involved, as well as all life.

8. If negotiations involve tight deadlines that prevent thoughtful and skillful decision-making, rather than feeling pressured to rush into something, we may always kindly decline at this time, while expressing our openness to work with them in the future.

9. If after thoughtful consideration and creative problem-solving, we still remain unable to reach a mutually-beneficial collaboration, we will say “no, thank you,” from a place of love and in a manner that respects and honors them, and allows for the possibility of future collaborations.

j. To cultivate a loving and mindful organizational culture, we invite all staff, volunteers, and students to read and voluntarily agree to follow the spirit of the Beloved Community Agreements. They can be read below in Article 3, Section 2c.

Article 3: Voting Directors

Section 1. Number

The corporation shall have three to nine voting directors and collectively they shall be known as the board of directors.

Section 2. Qualifications

Voting directors shall be of the age of majority in this state (18 years old as of 2022). Other qualifications for non-founding, vote-holding directors of this corporation shall be as follows:

a. All voting directors will take a qualifying Boundless Love Project mindfulness meditation training, as defined by the Mindfulness Teacher or Teachers. If a new board member comes with extensive mindfulness training and experience from another lineage, the president may choose to waive this requirement for them, or substitute it with a shorter introduction that will help them integrate into our community.

b. All voting directors are encouraged to have a daily mindfulness practice. This would preferably be meditation, but it may also be yoga, tai chi, qigong, prayer, time spent in nature, engaging in reflective silence, or similar mindfulness practices done for the benefit and welfare of all beings and life forms

c. All voting directors are encouraged to adopt our Beloved Community Agreements.

In honor of, and solidarity with, the courageous members of the civil rights movement (past and present) and their worthy aims, these agreements are modeled on the Commitment Card that appears in Martin Luther King, Jr’s book Why We Can’t Wait.

The Boundless Love Project’s Beloved Community Agreements

To help peacefully create a global Beloved Community where all life thrives, I agree to:

1. TRUST and OBEY my conscience (or the Higher Power of my understanding) as the highest authority.

2. MEDITATE daily for the benefit and welfare of all people, all beings, and all life forms.

3. CONTEMPLATE, STUDY, and LEARN the ways of love on a daily basis.

4. RECOGNIZE the inherent worth and value of all life and TREAT both friend and foe with courtesy, dignity, and respect.

5. WALK and TALK in the manner of love, for love is our most authentic and fundamental nature.

6. REMEMBER always that as we work to create the global beloved community, we seek peace and reconciliation, not dominance and retribution.

7. REFRAIN from the violence of mind, heart, tongue, and fist.

8. SACRIFICE selfish wants and desires for the benefit and welfare of all life.

9. SEEK to lovingly perform regular acts of service for others.

10. ENDEAVOR to maintain good mental, emotional, and bodily health.

(11.) I recognize that adopting these worthy commitments is a journey and not a destination. Thus, whenever I break these commitments, I will FORGIVE myself, RECOMMIT to them, and PERSIST in following them for as long as it takes to embody them fully and create the global Beloved Community within myself and the world around me.

Having thoughtfully considered this decision, I sign these agreements with the DETERMINATION to PERSEVERE.

Signature: __________________________________ Date: __________

d. All voting directors are encouraged to do the “inner work” to remove prejudice and judgment and accept criticism as described in Article 2, Section 3d above.

e. All voting directors will contribute financially to the health and support of the organization, according to their means and generosity.

f. All voting directors will contribute non-materially of their skills and expertise to ensure the health of the organization and success of the mission.

g. All voting directors will be mindful in intending to have the diversity of the board reflect the diversity of our wider community, by including people from different races, ethnicities, ages, genders, sexual orientations, abilities, spiritual backgrounds, and so on.

h. All voting directors are encouraged to read Howard Zehr’s The Little Book of Restorative Justice to understand the principles and practices of restorative justice that we use to address conflict and harm caused within our organization.

Section 3. Powers

Subject to the provisions of the laws of this state and any limitations in the articles of incorporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board of directors.

Section 4. Duties

It shall be the duty of the voting directors to:

a. Perform any and all duties imposed on them collectively or individually by law, by the articles of incorporation, or by these bylaws;

b. Prescribe the duties and fix the compensation—if any—of all officers of the corporation;

c. Fix the compensation range for all employees and agents of the corporation, being sure to hear any input offered by the president on such matters;

c. Supervise all officers of the corporation to assure that their duties are performed properly, and, if there are concerns, report them to the president who will take care of appointing, employing, reprimanding, training, removing, and discharging officers, except as otherwise provided in these bylaws;

d. Meet at such times and places as required by these bylaws;

e. Register their physical and email addresses with the secretary of the corporation. Notices of meetings mailed or emailed to them at such addresses shall be valid notices thereof.

Section 5. Term of Office and Staggered Board Provision

Each voting director shall hold office for a period of three years, or if there are only three directors, until their successor is elected and qualifies.

Each year, roughly one-third of the current number of voting directors, shall be up for vote on whether to serve on the board of directors. Who is up for a vote is determined by when their three-year term expires.

To create the staggered board elections, the three initial voting board members term-lengths will be decided at our initial board meeting. One will serve for one year, another for two years, and another for three. Which board member will have what term length will be decided voluntarily through discussion. If consensus is not reached in this manner, one of the voting directors or officers will offer the others straws to draw, with the longest straw representing a three-year term, second-longest representing a two-year term, and the shortest representing a one-year term. Results will be recorded in the minutes of who will serve which term length.

At times when an election increases the board size, a similar procedure will be done to ensure that roughly a third of the board is up for election each year.

Section 6. Compensation

All directors shall serve without compensation except that a reasonable fee may be paid to directors for attending regular and special meetings of the board. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Any payments to directors shall be approved in advance in accordance with this corporation's conflict of interest policy, as set forth in Article 9 of these bylaws.

Section 7. Place of Meetings

Meetings shall be held at the principal office of the corporation unless otherwise provided by the board or at such other place as may be designated from time to time by resolution of the board of directors.

Section 8. Regular Meetings and Voting for Directors

Regular meetings of directors shall be held annually at the principal office of the corporation on the last Sunday of March at 3 p.m., unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the next Sunday. Alternately, the board of directors may mutually agree to hold the meeting at a different date and time that better accommodates their schedules.

At this meeting, directors shall be elected by the board of directors. Voting for the election of directors shall be by written ballot. Each voting director shall cast no more than one vote per candidate, and may vote for as many candidates as the number of candidates to be elected to the board. Directors who attend the meeting via phone or digitally may send a representative to the meeting to vote for them, or ask one or more people present and of their choosing, to fill out their ballot according to their wishes.

In stage one, each candidate who receives 50% or more of the votes of all voting directors present (in other words, voting directors who do not vote for a candidate are essentially voting “no” for that candidate) will move onto the next stage. In stage two, the candidates receiving the highest number of votes up to the number of directors to be elected, shall be elected to serve on the board.

In the case where candidates receive a tie vote where there is room on the board for one or more of them, but not for all of them, the members of the executive committee will make the final decision on whom of those tied will serve in the available director position(s).

Section 9. Special Meetings

Special meetings of the board of directors may be called by the chairperson of the board, the president, the vice president, the secretary, the treasurer, by any two directors (be they voting, advisory, honorary, or emeritus directors), or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the board. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting, assuming that all voting directors and officers who want to attend are fine meeting there.

Section 10. Notice of Meetings

Unless otherwise provided by the articles of incorporation, these bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the board of directors:

a. Regular Meetings. No notice need be given of any regular meeting of the board of directors.

b. Special Meetings. At least one week prior notice shall be given by the secretary of the corporation to each director (not including honorary directors who have requested to not receive these notices) of each special meeting of the board. This one week notice may be waived if all voting directors agree to meet sooner. Such notice may be oral or written, may be given personally, by first class mail, by telephone, text, by email, or by facsimile machine, and shall state the place, date, and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile, email, voice mail, or text notification the director to be contacted shall acknowledge receipt of the notice by a return message or telephone call within twenty-four hours of receiving the transmission.

c. Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the articles of incorporation, these bylaws, or the law of this state, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice. These waivers are particularly useful for honorary directors who do not want to be informed of every special board meeting.

Section 11. Quorum for Meetings

A quorum shall consist of the majority of the members of the board of voting directors.

Except as otherwise provided under the articles of incorporation, these bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the chair shall entertain at such meeting is a motion to adjourn.

Section 12. Majority Action as Board Action

Every act or decision done or made by a majority of the voting directors present at a meeting duly held at which a quorum is present is the act of the board of directors, unless the articles of incorporation, these bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.

Section 13. Conduct of Meetings

Meetings of the board of directors shall be presided over by the president of the corporation, or in their absence, by the vice president of the corporation, or in the absence of each of these persons, by a chairperson chosen by a majority of the directors present at the meeting. The secretary of the corporation shall act as secretary of all meetings of the board, provided that, in their absence, the presiding officer shall appoint another person to act as secretary of the meeting.

Meetings shall be governed by such procedures as may be approved from time to time by the board of directors, insofar as such rules are not inconsistent with or in conflict with the articles of incorporation, these bylaws, or with provisions of law.

Section 14. Vacancies

Vacancies on the board of directors shall exist (1) on the death, resignation, or removal of any director, and (2) whenever the number of authorized voting directors is increased. If a vacancy causes the board to be left without the minimum number of duly elected voting directors required by Minnesota state law, the board may appoint a willing officer who does not serve on the board, or a willing nonvoting director, as an interim voting director until a new voting director can be voted in. When these bylaws were written, the minimum number of directors required by the state is three.

Unless otherwise prohibited by the articles of incorporation, these bylaws, or provisions of law, vacancies on the voting board may be filled by approval of the board of voting directors. If the number of voting directors then in office is less than a quorum, a vacancy on the board may be filled by approval of 50% or more of the voting directors then in office or by a sole remaining voting director. A person elected to fill a vacancy on the board shall hold office for the remainder of the vacant office’s term, or until their death, resignation, or removal from office.

Any director may resign effective upon giving written notice to the chairperson of the board, the president, the secretary, or the board of directors, unless the notice specifies a later time for the effectiveness of such resignation. No voting director may resign if the corporation would then be left without the minimum number of duly elected voting directors required by Minnesota state law in charge of its affairs, except upon notice to the office of the attorney general or other appropriate agency of this state.

Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state.

Section 15. Nonliability of Directors

The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

Section 16. Indemnification by Corporation of Directors and Officers

The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.

Section 17. Insurance for Corporate Agents

Except as may be otherwise provided under provisions of law, the board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee, or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the articles of incorporation, these bylaws, or provisions of law.

Section 18. Nonvoting Directors.

In addition to the voting directors, there shall be three categories of nonvoting directors, each with a specific purpose and function. The individuals selected to serve in these capacities shall neither diminish nor affect the number of voting directors required to make quorum at board meetings. Nonvoting directors are invited to attend all regularly-scheduled board meetings and may have the full right to engage in all matters discussed therein, except as otherwise noted.

a. Honorary Board. Persons of national or international stature who are willing to show their support for the mission and goals of the Boundless Love Project may be invited to join the board as honorary directors after a properly-conducted board vote. These appointments should be limited to persons with national or international name recognition such as celebrities in entertainment, sports, the arts, government, business, and others who wish to support the Boundless Love Project by their influence, by donations, or by creating opportunities for the Boundless Love Project, but whose personal participation as directors may be limited. They will be kept up-to-date on our plans and activities. They are invited to attend and participate in board meetings but they do not vote. The term of appointment of honorary directors is indefinite, but honorary directors may be elected to, or removed, from the board by a properly-conducted board vote. There is no cap on the number of honorary directors who may serve.

b. Advisory Board. The advisory board serves as a training ground for persons who are interested in, or who are considered good candidates, for serving on the board of directors as full voting members. This will give both the organization and the advisory director the opportunity to test the waters and see if they are a good fit. This also provides us the opportunity to train and groom candidates in preparation for possibly serving as a voting director.

The advisory board is also for persons who can significantly serve the organization and its needs and who support our mission and goals by their knowledge and expertise, by their influence, by donations, or by creating opportunities for the organization, but who may not be available or interested in attending board meetings regularly.

Advisory directors will be invited to attend all board meetings, may be asked to serve on special committees of the board and have the privileges of the floor but do not vote. The term of appointment of advisory board members is set for a term of three years. Potential candidates may be invited to join the board as advisory directors after a properly-conducted board vote. There is no cap on the number of advisory directors who may serve.

c. Emeritus Board. Directors may establish an emeritus board to support our mission. Membership on the emeritus board is restricted to retired or past voting directors who have provided distinguished service to the organization over a sustained period of time.

The term of appointment for emeritus directors is indefinite, but emeritus directors may be elected to, or removed, from the board by a properly-conducted board vote. There is no cap on the number of emeritus directors who may serve.

Any voting director may nominate individuals for membership to the emeritus board. Nominations must be approved by a majority vote of the voting directors.

Emeritus directors are welcome to attend regular board meetings in a non-voting capacity, but are not required to do so. The responsibilities of emeritus directors include:

• Serving as advocates for the Boundless Love Project and its mission;

• Providing feedback to the board of directors and staff;

• Providing advice and technical expertise to the board of directors and staff;

• Assisting in identifying and fostering relationships with others whose interest and support are important and beneficial; and

• Assisting and advising the board of directors in fund-raising efforts, where appropriate.

Article 4: Officers

Section 1. Designation of Officers

The officers of the corporation shall include a president, a vice president, a secretary, and a treasurer. The corporation may also have a chairperson of the board, one or more vice presidents, assistant secretaries, assistant treasurers, and other such officers with such titles as may be determined from time to time by the board of directors.

Section 2. Qualifications

Any person may serve as an officer of this corporation.

Section 3. Election and Term of Office

Officers shall be elected by the board of directors, at any time. Each officer shall hold office until they resign or are removed or are otherwise disqualified to serve, or until their successor shall be elected and qualified, whichever occurs first.

Section 4. Removal and Resignation

Any officer may be removed, either with or without cause, by the board of directors, at any time. Any officer may resign at any time by giving written notice to the board of directors or to the president or secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the board of directors relating to the employment of any officer of the corporation.

Section 5. Vacancies

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the board of directors. In the event of a vacancy in any office other than that of president, such vacancy may be filled temporarily by appointment by the president until such time as the board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board, may or may not be filled as the board shall determine.

Section 6. Duties of President

The president shall be the chief executive officer and executive director of the corporation and shall, subject to the control of the board of directors, have general active management of the business of the corporation and the activities of the officers. The president shall appoint and remove, employ and discharge, and, except as otherwise provided in these bylaws, prescribe the duties—of all agents, employees, and volunteers of the organization. The president shall supervise all agents, employees, and volunteers of the organization to assure that their duties are performed properly.

The president shall perform all duties incident to their office and such other duties as may be required by law, by the articles of incorporation, or by these bylaws, or which may be prescribed from time to time by the board of directors. Unless another person is specifically appointed as chairperson of the board of directors, the president shall preside at all meetings of the board of directors.

Except as otherwise expressly provided by law, by the articles of incorporation, or by these bylaws, they shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the board of directors, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the articles or bylaws or by the board to another officer or agent of the corporation.

The president will attend or take a qualifying Boundless Love Project mindfulness meditation training as determined by our mindfulness teacher or teachers, maintain a daily mindfulness practice, adopt our Beloved Community Agreements as explained in Article 3, Section 2.c of these bylaws, and make an ongoing commitment to doing the “inner work” to remove prejudice and judgment, and accept criticism, as described in Article 2, Section 3.d above.

Section 7. Duties of Vice President

In the absence of the president, or in the event of their inability or refusal to act, the vice president shall perform all of the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions on, the president. The vice president shall have other powers and perform such other duties as may be prescribed by law, by the articles of incorporation, or by these bylaws, or as may be prescribed by the board of directors.

The vice president is encouraged to: attend or take a qualifying Boundless Love Project mindfulness meditation training as determined by our mindfulness teacher or teachers, maintain a daily mindfulness practice, adopt our Beloved Community Agreements as explained in Article 3, Section 2.c of these bylaws, and make an ongoing commitment to doing the “inner work” to remove prejudice and judgment, and accept criticism, as described in Article 2, Section 3.d above.

Section 8. Duties of Secretary

The secretary shall:

  • Certify and keep at the principal office of the corporation the original, or a copy, of these bylaws as amended or otherwise altered to date.

  • Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.

  • Ensure that the minutes of meetings of the corporation, any written consents approving action taken without a meeting, and any supporting documents pertaining to meetings, minutes, and consents shall be contemporaneously recorded in the corporate records of this corporation. "Contemporaneously" in this context means that the minutes, consents, and supporting documents shall be recorded in the records of this corporation by the later of (1) the next meeting of the board, committee, membership, or other body for which the minutes, consents, or supporting documents are being recorded, or (2) sixty days after the date of the meeting or written consent.

  • See that all notices are duly given in accordance with the provisions of these bylaws or as required by law.

  • Be custodian of the records and, if the directors decide to use one, the seal of the corporation, and affix the seal, as authorized by law or the provisions of these bylaws, to duly executed documents of the corporation.

  • Maintain a record of the name, position (voting, honorary, advisory, or emeritus director; president, vice-president, secretary, treasurer, and so on), address, email addresses, and phone numbers of the current directors and officers of the corporation. Maintain a second record of all current and previous directors and officer’s names, positions, last known contact information, and their dates of service.

  • Exhibit at all reasonable times to any director or officer of the corporation, or to their agent or attorney, on request thereof, the bylaws, the director and officer records, and the minutes of the proceedings of the directors of the corporation.

  • In general, perform all duties incident to the office of secretary and such other duties as may be required by law, by the articles of incorporation, or by these bylaws, or which may be assigned to them from time to time by the board of directors.

The secretary is encouraged to: attend or take a qualifying Boundless Love Project mindfulness meditation training as determined by our mindfulness teacher or teachers, maintain a daily mindfulness practice, adopt our Beloved Community Agreements as explained in Article 3, Section 2.c of these bylaws, and make an ongoing commitment to doing the “inner work” to remove prejudice and judgment, and accept criticism, as described in Article 2, Section 3.d above.

Section 9. Duties of Treasurer

The treasurer shall:

  • Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the board of directors.

  • Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.

  • Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the board of directors, taking proper vouchers for such disbursements.

  • Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.

  • Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to their agent or attorney, on request thereof.

  • Render to the president and directors, whenever requested, an account of any or all of their transactions as treasurer and of the financial condition of the corporation.

  • Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

  • In general, perform all duties incident to the office of treasurer and such other duties as may be required by law, by the articles of incorporation of the corporation, or by these bylaws, or which may be assigned to her or him from time to time by the board of directors.

The treasurer is encouraged to: attend or take a qualifying Boundless Love Project mindfulness meditation training as determined by our mindfulness teacher or teachers, maintain a daily mindfulness practice, adopt our Beloved Community Agreements as explained in Article 3, Section 2.c of these bylaws, and make an ongoing commitment to doing the “inner work” to remove prejudice and judgment, and accept criticism, as described in Article 2, Section 3.d above.

Section 10. Compensation

The salaries of the officers, if any, shall be fixed from time to time by resolution of the board of directors. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered to or for the corporation. All officer salaries shall be approved in advance in accordance with this corporation's conflict of interest policy, as set forth in Article 9 of these bylaws.

Article 5: Committees

Section 1. Executive Committee

The board of directors may, by a majority vote of its members, designate an Executive Committee consisting of three board members and may delegate to such committee the powers and authority of the board in the management of the business and affairs of the corporation, to the extent permitted, and, except as may otherwise be provided, by provisions of law.

By a majority vote of its members, the board may at any time revoke or modify any or all of the executive committee authority so delegated, increase or decrease but not below two (2) the number of the members of the executive committee, and fill vacancies on the Executive Committee from the members of the board. The executive committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.

Section 2. Other Governing and Programmatic Committees

The corporation shall have such other governing committees as may from time to time be designated by resolution of the board of directors. These governing committees may consist of persons who are not members of the board and shall act in an advisory capacity to the board.

In addition, the president may make programmatic committees to help fulfill aspects of the day-to-day operations of the organization.

Section 3. Meetings and Action of Governing Committees

Meetings and action of governing committees shall be governed by, noticed, held, and taken in accordance with the provisions of these bylaws concerning meetings of the board of directors, with such changes in the context of such bylaw provisions as are necessary to substitute the governing committee and its members for the board of directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the board of directors or by the committee. The board of directors may also adopt rules and regulations pertaining to the conduct of meetings of governing committees to the extent that such rules and regulations are not inconsistent with the provisions of these bylaws.

Programmatic committees may be governed according to the rules established the president, or their representative, in conjunction with the committee members.

Article 6: Execution of Instruments, Deposits, and Funds

Section 1. Execution of Instruments

The board of directors, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 2. Checks and Notes

Except as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the treasurer of the corporation.

Section 3. Deposits

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select.

Section 4. Gifts

The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.

Article 7: Corporate Records, Reports, and Seal

Section 1. Maintenance of Corporate Records

The corporation shall keep at its principal office:

a. Minutes of all meetings of directors and committees of the board, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;

b. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses;

c. A copy of the corporation's articles of incorporation and bylaws as amended to date, which shall be open to inspection by the directors and officers of the corporation at all reasonable times during office hours.

Section 2. Corporate Seal

The board of directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

Section 3. Directors' Inspection Rights

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation, and shall have such other rights to inspect the books, records, and properties of this corporation as may be required under the articles of incorporation, other provisions of these bylaws, and provisions of law.

Section 4. Right to Copy and Make Extracts

Any inspection under the provisions of this article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.

Section 5. Periodic Report

The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state of this corporation, to be so prepared and delivered within the time limits set by law.

Article 8: IRC 501(c)(3) Tax Exemption Provisions

Section 1. Limitations on Activities

No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

Notwithstanding any other provisions of these bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

Section 2. Prohibition Against Private Inurement

No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.

Section 3. Distribution of Assets

Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation, shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.

Suggested nonprofits to distribute remaining fund include, in alphabetical order: Compassionate Action for Animals, Feed My Starving Children, Free the Slaves, Friends of Peace Pilgrim, Green America, and Mercy For Animals.

Section 4. Private Foundation Requirements and Restrictions

In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.

Article 9: Conflict of Interest and Compensation Approval Policies

Section 1. Purpose of Conflict-of-Interest Policy

The purpose of this conflict of interest policy is to protect this tax-exempt corporation's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or any "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations and which might result in a possible "excess benefit transaction" as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 2. Definitions

a. Interested Person. Any director, principal officer, member of a committee with governing board delegated powers, or any other person who is a "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations, who has a direct or indirect financial interest, as defined below, is an interested person.

b. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

  1. An ownership or investment interest in any entity with which the corporation has a transaction or arrangement;

  2. A compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement; or

  3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Section 3, paragraph B, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Section 3. Conflict of Interest Avoidance Procedures

a. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

b. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, they shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

c. Procedures for Addressing the Conflict of Interest. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, they shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

After exercising due diligence, the governing board or committee shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

d. Violations of the Conflicts of Interest Policy. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 4. Records of Board and Board Committee Proceedings

The minutes of meetings of the governing board and all committees with board delegated powers shall contain:

a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed.

b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Section 5. Compensation Approval Policies

A voting member of the governing board who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member's compensation.

A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member's compensation.

No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

When approving compensation for directors, officers and employees, contractors, and any other compensation contract or arrangement, in addition to complying with the conflict-of-interest requirements and policies contained in the preceding and following sections of this article as well as the preceding paragraphs of this section of this article, the board or a duly constituted compensation committee of the board shall also comply with the following additional requirements and procedures:

a. The terms of compensation shall be approved by the board or compensation committee prior to the first payment of compensation;

b. All members of the board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in IRS Regulation Section 53.4958-6(c)(iii), which generally requires that each board member or committee member approving a compensation arrangement between this organization and a "disqualified person" (as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations):

1. is not the person who is the subject of the compensation arrangement, or a family member of such person;

2. is not in an employment relationship subject to the direction or control of the person who is the subject of the compensation arrangement;

3. does not receive compensation or other payments subject to approval by the person who is the subject of the compensation arrangement;

4. has no material financial interest affected by the compensation arrangement; and

5. does not approve a transaction providing economic benefits to the person who is the subject of the compensation arrangement, who in turn has approved or will approve a transaction providing benefits to the board or committee member.

c. The board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following:

1. Compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions. "Similarly situated" organizations are those of a similar size, purpose, and with similar resources.

2. The availability of similar services in the geographic area of this organization.

3. Current compensation surveys compiled by independent firms.

4. Actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement.

As allowed by IRS Regulation 4958-6, if this organization has average annual gross receipts (including contributions) for its three prior tax years of less than $1 million, the board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services.

d. The terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the board of directors or compensation committee that approved the compensation. Such documentation shall include:

1. The terms of the compensation arrangement and the date it was approved.

2. The members of the board or compensation committee who were present during debate on the transaction, those who voted on it, and the votes cast by each board or committee member.

3. The comparability data obtained and relied upon and how the data was obtained.

4. If the board of directors or compensation committee determines that reasonable compensation for a specific position or service is higher or lower than the range of comparability data obtained, the board or committee shall record in the minutes of the meeting the basis for its determination.

5. If the board or committee makes adjustments to comparability data due to geographic area or other specific conditions, these adjustments and the reasons for them shall be recorded in the minutes of the board or committee meeting.

6. Any actions taken with respect to determining if a board or committee member had a conflict of interest with respect to the compensation arrangement, and if so, actions taken to make sure the member with the conflict of interest did not affect or participate in the approval of the transaction (for example, a notation in the records that after a finding of conflict of interest by a member, the member with the conflict of interest was asked to, and did, leave the meeting prior to a discussion of the compensation arrangement and a taking of the votes to approve the arrangement).

7. The minutes of board or committee meetings at which compensation arrangements are approved must be prepared before the later of the date of the next board or committee meeting or 60 days after the final actions of the board or committee are taken with respect to the approval of the compensation arrangements. The minutes must be reviewed and approved by the board and committee as reasonable, accurate, and complete within a reasonable period thereafter, normally prior to or at the next board or committee meeting following final action on the arrangement by the board or committee.

Section 6. Term Statements

Each director, principal officer, and member of a governing committee with governing board delegated powers shall sign a statement either before starting, or within 10 days of starting their position, which affirms such person:

a. has received a copy of the conflicts of interest policy;

b. has read and understands the policy;

c. has agreed to comply with the policy; and

d. understands the corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Section 7. Periodic Reviews

To ensure the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's-length bargaining.

b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the corporation's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.

Section 8. Use of Outside Experts

When conducting the periodic reviews as provided for in Section 7, the corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

Article 10: Whistleblower Policy

A whistleblower, as defined by this policy, is any person the Boundless Love Project works with, including but not limited to directors, officers, employees, volunteers, members of a partner organization, or service recipients who report an activity that they consider to be illegal or dishonest to one or more of the parties specified below in this policy. The whistleblower is not responsible for investigating the activity or for determining fault or corrective measures; appropriate management officials are charged with these responsibilities.

Examples of illegal or dishonest activities include violations of federal, state or local laws; billing for services not performed or for goods not delivered; and other fraudulent financial reporting.

If a whistleblower has knowledge of, or a concern of illegal or dishonest and fraudulent activity, the whistleblower is to contact a voting director, president, vice-president, or head of human resources. The whistleblower must exercise sound judgment to avoid baseless allegations. A whistleblower who intentionally files a false report of wrongdoing, will be subject to consequences as seen fit by the board of directors.

Whistleblower protections are provided in two important areas: confidentiality and freedom from retaliation. Insofar as possible, the confidentiality of the whistleblower will be maintained. However, identity may have to be disclosed to conduct a thorough investigation, to comply with the law, and to provide accused individuals their legal rights of defense.

The Boundless Love Project will not retaliate against a whistleblower. This includes, but is not limited to, protection from retaliation in the form of an adverse employment action such as termination, compensation decreases, poor work assignments and threats of physical harm. If a volunteer or service recipient serve as whistleblowers, they will not be prevented from benefiting from the services we provide. Any whistleblower who believes they are being retaliated against must contact a voting director, president, vice president, or head of human resources immediately or as soon as possible. The right of a whistleblower for protection against retaliation does not include immunity for any illegal, dishonest, or fraudulent activities they may have done.

The Boundless Love Project will operate in compliance with the Defend Trade Secrets Act (DTSA): "Immunity from Liability for Confidential Disclosure of a Trade Secret to the Government or in a Court Filing:(1) Immunity—An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.(2) Use of Trade Secret Information in Anti-Retaliation Lawsuit—An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual—(A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order."

All reports of illegal and dishonest activities will be promptly submitted to the executive committee (not including any director(s) incriminated by the whistleblower) who are responsible for investigating and coordinating corrective action, and may create a special committee to oversee the investigation and make recommendations on corrective actions.

Anyone with any questions regarding this policy should contact a voting director.

Article 11: Document Retention and Destruction Policy

The Document Retention and Destruction Policy identifies the record retention responsibilities of staff, volunteers, officers, directors, committee members, and partners for maintaining and documenting the storage and destruction of the organization’s documents and records.

The organization’s staff, volunteers, officers, directors, committee members, and partners (independent contractors via agreements with them) are required to honor the following rules:

• Paper or electronic documents indicated under the terms for retention in the following section will be transferred and maintained by either the appropriate officers or the staff or volunteers who have been delegated by the officers to maintain them.

• All other paper documents may be destroyed after three years.

• All other electronic documents may be deleted from all individual computers, data bases, networks, and back-up storage after one year.

• No paper or electronic documents will be destroyed or deleted if pertinent to any ongoing or anticipated government investigation or proceeding or private litigation (check with the directors, legal counsel, or the human resources department for any current or foreseen litigation if employees have not been notified).

• No paper or electronic documents will be destroyed or deleted as required to comply with government auditing standards (Single Audit Act).

Record Retention

The following table represents the minimum length of time each document will be retained. In situations where government agencies, grant providers, or state or federal law, require longer period of retention than these policies, those requirements will supersede these.

Type of Document • Minimum Requirement

Accounts payable ledgers and schedules • 7 years

Audit reports • Permanently

Bank reconciliations • 2 years

Bank statements • 3 years

Checks (for important payments and purchases) • Permanently

Contracts, mortgages, notes, and leases (expired) • 7 years

Contracts (still in effect) • Contract period

Correspondence (general) • 2 years

Correspondence (legal and important matters) • Permanently

Correspondence (with customers and vendors) • 2 years

Deeds, mortgages, and bills of sale • Permanently

Determination letter for income tax exemption • Permanently

Depreciation schedules • Permanently

Duplicate deposit slips • 2 years

Employment applications • 3 years

Expense analyses/expense distribution schedules • 7 years

Year-end financial statements • Permanently

Insurance records, current accident reports, claims, policies, and so on (active and expired) • Permanently

Internal audit reports • 3 years

Inventory records for products, materials, and supplies • 3 years

Invoices (to customers, from vendors) • 7 years

Minute books, bylaws, and charter • Permanently

Patents and related papers • Permanently

Payroll records and summaries • 7 years

Personnel files (terminated employees) • 7 years

Retirement and pension records • Permanently

Tax returns and worksheets • Permanently

Timesheets • 7 years

Trademark registrations and copyrights • Permanently

Withholding tax statements • 7 years

Article 12: Public Disclosure Policy

PUBLIC DISCLOSURE POLICY

The following documents will be made available to the public through the organization’s website:

  • Articles of incorporation and all amendments (minus any personal contact information of directors);

  • Text of the bylaws (which includes our conflict of interest, whistleblower, and public disclosure policies) and all amendments (minus any personal contact information of directors);

  • Any audited financial statements as required by law.

Internal, informal, and unaudited financial statements that are created for the board’s review will not be released to the public. These reports are created so directors may fulfill their role of ensuring the legal and fiscal health of the organization.

Article 13: Amendment of Bylaws

Section 1. Amendment

Except as may otherwise be specified under provisions of law, these bylaws, or any part of them, may be altered, amended, or repealed, and new bylaws adopted by approval of the board of directors.

Article 14: Construction and Terms

If there is any conflict between the provisions of these bylaws and the articles of incorporation of this corporation, the provisions of the articles of incorporation shall govern.

Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding.

All references in these bylaws to the articles of incorporation shall be to the articles of incorporation, articles of organization, certificate of incorporation, organizational charter, corporate charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.

All references in these bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

ADOPTION OF BYLAWS

We, the undersigned, are the current board of directors of this corporation, and we consent to, and hereby do, adopt the foregoing bylaws, consisting of 43 pages, as the bylaws of this corporation.

These amended bylaws were adopted and signed by all board members on 10-21-2022