Bylaws of The Center for Dynamic Community Governance

Table of Contents

ARTICLE 1. PREFACE

1.1.

The affairs of the Center for Dynamic Community Governance, a 501(c)3 charitable corporation, hereafter referred to as “CDCG,” shall be managed by the Board.

1.2

The CDCG principal office will be based in Greenbelt, MD.

1.3

Dynamic Community Governance is a governance structure that uses consent-based decision-making to foster such values as equivalence, transparency, and organizational effectiveness. Consent decision-making occurs in circles of people with a common interest. The circles use consent-based elections to designate representatives to other circles, including the Board. (For more detail, see We the People: Consenting to a Deeper Democracy. Buck, J. and Villines, S., 2007.)

ARTICLE 2. BOARD OF DIRECTORS

2.1 Board Membership

Directors will include residents of Greenbelt, but Board membership does not require Greenbelt (or Maryland) residency.

2.2 Tenure

A Director shall hold office for renewable one (1) year terms, or until he or she dies, resigns or is removed by consent of the other members per Section 2.10 of this Article.

2.3 Number and Officers

The Board shall be composed of no fewer than three (3) Directors. The officers of the Board will be the President, Secretary, and Treasurer. One director can be hold two roles except that the President and Secretary must be different persons. If the Board chooses to appoint a Chief Executive Officer other than the President, that person shall also be a Director. At such time as there are one or more persons employed by the CDCG, those person(s) shall elect a representative to sit as a full member of the Board.

2.3.1 President

The President shall be chief executive officer of the CDCG unless the Board decides to appoint a different Chief Executive Officer. In general, he/she shall perform all duties incident to the office of President and such other duties prescribed by the Board from time to time.

2.3.2 Secretary

The Secretary shall: (a) keep the minutes of meetings of the Board electronically;(b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records; (d) keep registers of the email addresses of each Director; (e) sign with the President, or other officer authorized by the President contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the CDCG; (f) prepare and submit an annual report and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Board. In the absence of the Secretary, an Assistant Secretary may perform his/her duties.

2.3.3 Treasurer

If required by the Board, the Treasurer shall give bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board shall determine.He/she shall have charge and custody of and be responsible for all funds and securities of the CDCG; receive and give receipts for moneys due and payable to the CDCG from any source whatsoever, and deposit all such moneys in the name of the CDCG in banks,trust companies or other depositories selected in accordance with the revisions of these Bylaws; and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the Chair or by the Board. In the absence of the Treasurer, an Assistant Treasurer may perform his/her duties.

2.4 Regular Meetings

Regular meetings will be held at times and places agreed upon by the Board.

2.5 Special Meetings

Special Board meetings may be called by or at the request of the President, the Secretary, or any director upon notice to the Secretary.

2.6 Notice of Special Meetings

Written notice stating the place, day, and hour of each special Board meeting shall be delivered by electronic mail to each Director at his/her email address shown on the records of the CDCG at least two (2) days before the meeting. Notice of electronic mail shall be deemed effective when transmitted.

2.7 Waiver of Notice

2.7.1 Whenever any notice is required to be given to any Director under the provisions of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

2.7.2 The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

2.8 Quorum

One-half of the members of the Board or at least 2 members, whichever number is the greater, shall constitute a quorum for the transaction of business. Any member of the Board absent from a meeting of the Board shall be notified within forty-eight (48) hours of the actions of the Board. Unless the absent Board member objects to an action of the Board within seventy-two (72) hours of transmittal of such notice, he or she will be deemed to have consented to such action. If an absent Board member objects to any action of the Board in a timely fashion, the matter will be placed upon the agenda for the next meeting of the Board, which meeting shall be held within seventy-two (72) hours of the receipt of such objection. Any member absent from such Board meeting shall be deemed to have consented to the action which the Board reconsiders.

2.9 Resignation

Any Director may resign at any time by delivering written notice or electronic messaging to the President or the Secretary.

2.10 Removal

Any member of the Board or any other CDCG circle may be removed for failure to fulfill the responsibilities of a member. Any member of the Board may propose removal of another member. The member whose removal is proposed may participate fully in the decision-making process but does not have power of consent in the decision.

2.11 New Board Members

Any vacancy occurring on the Board may be filled by the remaining Directors until such time as another person is selected. Potential new Board members are identified by existing Board members subject to the consent decision-making process.

2.12 Compensation

Directors shall not receive any stated salaries for their services as directors, but nothing herein shall be construed to preclude any Director from receiving compensation for services rendered to the CDCG.

2.13 Loans

No loans shall be made by the CDCG to any of its Directors.

2.14 Meeting by Conference Telephone

Members of the Board may participate in a meeting by means of conference telephone or similar communications equipment provided all persons participating in the meeting can hear each other and such participation shall constitute presence in person at the meeting.

2.15 Action by Board without a Meeting

Any action which could be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action so taken is signed by each of the Directors. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board meeting.

2.16 Committees

The Board may designate and appoint one (1) or more committees to advise the Board.

ARTICLE 3. MEMBERS

This CDCG shall have no members.

ARTICLE 4. CONTRACTS, LOANS, CHECKS AND DEPOSITS

4.1 Contracts

The Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the CDCG. Such authority may be general or confined to specific instances.

4.2 Loans

No loans shall be contracted on behalf of the CDCG and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.

4.3 Checks, Drafts, Etc

All checks, drafts, or other orders for the payment of money, notes, or

other evidences of indebtedness issued in the name of the CDCG shall be signed by such officer or officers, or agent or agents, of the CDCG and in such manner as is from time to time determined by resolution of the Board.

4.4 Deposits

All funds of the CDCG not otherwise employed shall be deposited from time to time to the credit of the CDCG in such banks, trust companies, or other depositories as the Board may select.

4.5 Gifts and Contributions

The Treasurer may accept on behalf of the CDCG any contribution, gift, bequest, or device as may be consistent with the established purposes of the CDCG and as may be permitted by any applicable local, state, or federal law.

ARTICLE 5. BOOKS AND RECORDS

The CDCG shall keep correct and complete books and records of Account, minutes of the proceedings of its Board, and such other records as may be necessary or advisable or required by law at the registered or principal office of the CDCG. All books and records of the CDCG may be inspected by a Director for any proper purpose at any reasonable time, upon reasonable notice to the Secretary of the CDCG.

ARTICLE 6. FISCAL YEAR

The fiscal year of the CDCG shall be the calendar year.

ARTICLE 7. CONFLICT RESOLUTION

In the event the consent decision-making process fails to yield a decision, the Board will invoke mediation using a mediator supplied by a local community mediation center.

ARTICLE 8. INDEMNIFICATION

To the full extent permitted by Maryland Law, the CDCG shall indemnify any person who was or is a party to any civil, criminal, administrative, or investigative action, suit, or proceeding in furtherance of their role as Director or Officer of the CDCG against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and necessarily incurred by him/her in connection with such action, suit, or proceeding; and the Board may, at any time, approve indemnification of any other person which the CDCG has the power to indemnify under Maryland Law. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law or by contract. The foregoing shall not apply to matters as to which any such person shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty.

ARTICLE 9. AMENDMENTS

These Bylaws may be altered or repealed and new bylaws adopted by the Board with a minimum of thirty (30) calendar days notice to all CDCG Board members and staff of intent to amend, including the proposed wording of such amendment. The purpose of such notice shall be to allow all the aforementioned parties time to call special meetings, if necessary, to deliberate on such amendment and to select a representative(s) to participate in the deliberations of the proposed amendment.

 

Adopted June 1, 2017.