Bylaws



Community Life Network Incorporated



Bylaws


Article I:         Identity


Article II:       Board of Directors


Article III:     Officers & Directors Responsibilities


Article IV:     Membership


Article V:       Structure


Article VI:     Financial Administration


Article VII:   Evaluation, Accountability & Transparency


Article VIII: Conflict Evolution


Article IX:     Legal Proceedings


Article X:      Protocol


Article XI:    Amendments


                  BYLAWS




Table of Contents:

Article I:  Identity

(1.1)Name

(1.2)Purpose

(1.3)Offices

Article II:  Board of Directors

(2.1)Responsibilities of the Board

(2.2)Appointment of the Directors

(2.3)Meetings of the Board

(2.4)Vacancies

(2.5)Compensation

(2.6)Conflict of Interest

Article III: Officers & Directors Responsibilities

(3.1)Responsibilities of the individual Directors of the Board

(3.2)Responsibilities of the Chair of the Board

(3.3)Responsibilities of the Secretary-Treasurer

Article IV: Membership

   (4.1)     Definition of a CLN Inc. Member

(4.2)Responsibilities of Members

(4.3)Membership Meetings

Article V: Structure

(5.1)Vested Authority

(5.2)Organizational Holarchy

  (5.3)      Communications

  (5.4)      Representations

  (5.5)      Actions

Article VI: Financial Administration

  (6.1)    Budget Process

Article VII: Evaluation, Accountability & Transparency

(7.1)Public Transparency

(7.2)Financial Transparency

(7.3)Evaluation & Assessment

(7.4)Records & Documentation

(7.5)Reporting

Article VIII: Conflict Evolution

(8.1) Policy

Article IX: Legal Proceedings

  (9.1)     Agent

  (9.2)     Indemnification

Article X:  Protocol

(10.1)  Description

(10.2)  Referenced Guiding Documents

Article XI: Amendments

(11.1)    Bylaws Evolution


Article I: Identity


Section 1.1 Name


(a)The name of this corporation is the Community Life Network Incorporated.

(b)The name can also be abbreviated as CLN Inc.


Section 1.2 Purpose


(a)Provide for public benefit

(b)Educate the public about Transformative Networking; support of broad non-special interest activities that find common denominators to help the entire community work collaboratively together.

(c)Coordinate Transformative Networking activities with community organizations to help our local communities to make stronger connections & connect to regional networks.

(d)Educate the public through workshops on organizing, facilitation, current events, including publication of directories, websites and outreach materials.

(e)Support individuals in their life’s quests and journeys through workshops, planning, wellness and communication skill building.

(f)Empower individuals to achieve their highest state of personal wellness & synchronicity with everything in their lives.

(g)Supporting educational activities that help people balance their lives through wellness, especially for underprivileged youth.

(h)Actively engage in public charitable fundraising though regular solicitation of the general community, individual donors by public collection, government & Public Foundation Grants, other organizations, and membership contributions.


Section 1.3 Offices


(a)The main office of the Community Life Network Incorporated will be located in Central California proximity.

(b) The main office constitutes wherever the Chair or assigned designee of the center is actively working with the networks.

(c)The CLN can have branch offices anywhere, yet each location will have its own identity with the option to follow the process described in the Incubate & Spin-off document to create their own non-profit.










Article II: Board of Directors


Section 2.1 Responsibilities of the Board


(a)Create any officer or staff positions that are needed to fulfill the purpose.

(b)Coordinate all legal decision-making on corporate finances.

(c)Elect Officers of the CLN Inc. Board.

(d)Support the Budgetary Process and approve the Final CLN Inc. Budget

(e)Oversee all Financial Tracking.

(f)Act on the given authority of corporate law granted to the Board of Directors on behalf of all involved organizations.

(g)Follow up any legal action taken with any of the involved organizations.


Section 2.2 Appointment of the Directors


(a)There can be no more than 13 and no less than 2 Directors on the Board.

(b)There will be five methods for electing the 13 board positions

1)One “grandfathered” Board member (not elected, starts with Instigator/Co-founder) who can choose the next person when they leave, that person can be anyone.

2)One Board member is chosen by the “grandfathered” board member.  This Board member does not have the ability to choose other Board members.

3)Three Board members that are voted in by at least a majority vote of the membership.

4)Five Board members that are consented in by the membership with no stand asides.

5)Three Board members who are in “real time”, two consented and one by voting. “Real Time” meaning that the membership can change their decision at anytime, even during a board meeting.

(c)There will be a maximum of 13 voting directors if and only if the 3 directors supported in real time, can be removed from office during a Board of Directors meeting itself, utilizing a functioning system of decision making.

(d)“grandfathered” Directors can also be appointed as a voted or consented director and then choose, or not choose an other person to fill their vacant vote.

(e)Directors can serve no more than a total of 13 pranic years on the Board starting from the date of their first Board Meeting.

(f)Directors can step down at anytime.

(g)The Board of Directors will appoint all Board Positions necessary.

(h)The details of the appointment process will be laid out in the CLN Election & appointment Processes Document.






Section 2.3 Meetings of the Board


(a)Meetings occur at least once per solar year on schedule with the meeting process outlined in the CLN Standing Rules.

(b)Quorum will consist of one half plus one of the filled board positions.

(c)Meetings will follow the process covered in the CLN Standing Rules document.

(d)All Board members and Officers are required to submit summaries and documentation of the meetings to be put online.

(e)The official minutes will be taken by the Secretary-Treasurer and will be available online no later than 2 weeks after the meeting has taken place.

(f)The minutes will be evolved to look like the Skeleton Meeting Outcomes Report document sent to the membership and be “wiki” assessable online no later than 2 weeks after the meeting and to be approved and entered into the process outlined in the Historical Documents Tracking System at the next Board meeting.


Section 2.4 Vacancies


(a)Vacancies in any of the Officer positions are ok except for Chair & Secretary-Treasure. 

(b)Vacancies can be initiated though any number of processes covered in the Director Resignation & Removal Process Document


Section 2.5      Compensation


(a)Directors shall serve without compensation with the exception that expenses incurred in the furtherance of the Corporation’s business are allowed to be reimbursed with documentation and prior approval. 

(b)Directors serving the organization in any other capacity, such as staff, are allowed to receive compensation therefore if at least two other directors per paid director are unpaid according to law.


Section 2.6 Conflict of Interest


(a)No voting member on the Board of Directors can be paid.

(b)No member of the board may be related to an active member who is getting paid.  This will be covered in detail within the Personnel Protocol document.



Article III: Officer & Director Responsibilities


Section 3.1 Responsibilities of the individual Directors of the Board


(a)Attend all Meetings.

(b)Be active and involved in making decision processes laid out in the CLN CLN Decision-Making Systems document on behalf of the CLN Inc. Board

(c)Take on a Position within the Board.

(d)Actively evaluate the entirety of the CLN, the CLN Inc. Board, the Board Officers, and self-performance as a Director.

(e)Fulfill any other responsibilities given in the Protocol, Standing Rules, or any other tasks assigned.

(f)Approve all staff positions and ensure the Staff Procedures Protocol is followed.


Section 3.2 Responsibilities of the Chair of the Board


a.Facilitate Meetings

b.Ensure creation and updates of the Standing Rules of the Board, and ensure comments are made on the CLN General Protocol.

c.Coordinate documentation on any amendments to the Articles of Incorporation or Bylaw discussions.

d.Coordinate updates to the Articles Evolution Document and the Bylaws Evolution Document, and the CLN Standing Rules.

e.Ensure the smooth running and leadership of the CLN and related organizations.


Section 3.3: Responsibilities of the Secretary-Treasurer


a.Ensure updates and revisions to the guiding documents of the board, and related organizations, are compiled and easily accessible to the public.

b.Coordinate the annual Budgetary Process.



Article IV:  Membership


Section 4.1 Definition of a CLN Official Member


1)Any general member of the Community L.I.F.E. Network or any of its related organizations can become an active member with the CLN Board.

2) They must simply meet the responsibilities of membership and come to a regularly scheduled CLN Membership Meeting or make it known in writing that they would like to be involved in CLN decisions.


Section 4.2 Responsibilities of Official Members


(a)Make regular membership contributions to any one of the involved organizations or the CLN itself.  All on-going membership contributions will be by donation and no one will be turned away for lack of funds.

(b)Contribute at least one hour per month or equivalent time, to the organization.

(c)Be involved in CLN Inc. decisions at meetings, by phone, and Internet.

Section 4.3 Membership Meetings


(a)Meetings of the CLN Inc. Membership will be called on by the Board or a majority of the active membership of the CLN Inc.

(b)Active Members will meet when necessary in order to consent and vote in Board Directors as well as approve Advisor appointments, and any other annual activity that needs to occur.

(c)These meetings will follow CLN Standing Rules.



Article V: STRUCTURE


Section 5.1 Vested Authority


(a)The Board gives vested authority to three sub-component organizations that can function interdependently, with limited application of coordinated autonomy.

(b)Grandfathered branch, which is the permanent foundation of the CLN Inc. Board are the two “grandfathered” Directors that can make decisions that need to be moved forward when even majority vote can’t be reached.

(c)Governance branch which are the three voted/elected Directors

(d)Community branch of consented Directors, which also includes the “real time” Directors.

(e)The respective branches of the CLN Community, Governance, and Grandfathered branches will coordinate their representation to the CLN Inc. Board.


Section 5.2 Organizational Holarchy.


(a)Documented binders and wikis will store information available to the public on the following basic structural components of the CLN.

i.Advisory Board

ii.Board of Directors

iii.Employees

iv.Contractors

v.Staff

vi.Volunteers

vii.Active Members

viii.Donors

ix.Supporters


Section 5.3 Communications


(a)The CLN Inc. will outline all communications processes within the Communications Systems Protocol document.

(b)All communication will be based off personal interaction between members in groups of 2-3 people.

(c)Every member will receive a buddy and be part of a team.

Section 5.4 Representations


(a)The three sub branches of the CLN will coordinate the membership to input ideas and feedback into representatives that will directly represent the diversity of the foundational buddy teams.

(b)Active Members, Volunteers, and CLN Staff will be asked to be the foundation of the representative system.

(c)No representative has the right to make decisions on behalf of the team or people that they represent.

(d)All permanent decisions are made at the foundational level of the buddy teams, which will be explained more within the Sphere of Representation document.

(e)All members that attend meetings are representatives, and be asked to follow the role and responsibilities of Representatives which will be outlines in the CLN Standing Rules document.

(f)All representatives will be held accountable by the membership of the organization. All representatives enter into increasing levels of transparency and evaluation the deeper they become involved within the Sphere of Representation.


Section 5.5 Actions


(a)All actions are to be logged as the decisions of the organization. Until action has taken place, no decision has been made.

(b)All logged actions are to be made available for evaluation and mitigations in as many forms as possible including the internet. Distribution of information will coincide with the structure and follow the guidelines detailed in the Sphere of Influence document.

(c)Decisions will be held accountable by the organization, and will be coordinated by each buddy team or individual that carries them out.

(d)The respective sub-branches of the CLN will make decisions following the processes laid out in the ever-evolving CLN Decision Making Systems document.

i.The Grandfathered “Directive” branch will have the power to make directed decisions including financially and temporally directed decisions. 

ii.The Governance branch and governing document decisions will be made through the foundation of voting, including all decisions regarding the Constitution.

iii. The Community branch will make decisions by Consensus and strive to reach congruency with all communities.  The community branch will oversee the documentation of the evolution of guiding documents.




Article VI: Financial Administration


Section 6.1 Budget Process


(a)The board will oversee and collaboratively take part in an on-going Budgetary Process with all involved organizations to be clearly explained in the CLN Budgetary Process document.

(b)The CLN Inc. Board will approve the final version of the budget annually.



Article VII: Evaluation, Accountability & Transparency


Section 7.1 Public Transparency


(a)All activity of the CLN Inc. Board will be made public and intentionally visible with the ability for the public to interact with the ongoing activity.

(b)The CLN Inc. Board will help support and hold the entirety of the CLN to be transparent, and the CLN leadership will support this process.

(c)The Community branch of the CLN Inc. Board holds the power to implement transparency and accountability measure on behalf of the membership.

(d)All information pertaining to the CLN will be distributed throughout the structure based on its sphere of influence, which will be laid out within the Sphere of Influence Document.

(e)All past decisions can and should be questioned, re-evaluated, and mitigated at anytime within the life of the entirety of the CLN.


Section 7.2 Financial Transparency


(a)All budgets, expenditures, fundraising tracking, and financial documents will be made transparently available to the public on CLN inc. website.

(b)All connected organizations will provide the Board with a budget and categorical expenditures to be documented along with their line item.


Section 7.3 Evaluation & Assessment


(a)Input into the on-going Evaluation Process to evaluate the organization, groups within, personnel, and systems will be open to the public and be conducted on regular intervals described in the Evaluation Systems Document.

(b)About every five years, the organization will conduct a multi-year, all encompassing, assessment process, described in the Assessment Process document to completely re-evaluate and make transformative recommendations on all aspects of the organization.




Section 7.4 Records & Documentation


(a)All notes, documents, and information regarding the CLN will be made available to the public in as many forms as possible and in as timly a manner as possible.

(b)Types of documentation and records include:

i.Websites

ii.Wikis

iii.Discussion Boards

iv.Email List Serves

v.Files

vi.Binders

vii.Visual media of all types

(c)Records and recorded notes and minutes of meetings and activities will follow the basic format explained in the CLN Standing Rules & the Skeleton Meetings Outcomes Report document.


Section 7.5 Reporting


(a)The Following legal reporting will be carried out in a timely manner and follow the clear processes laid out by non-profit corporation laws and the CLN Inc. Reporting Processes document.

a.Filing with the State of California Article Amendments when necessary

b.Filing Current Board members with the California Secretary of State annually.

c.Filing Annual Registration Renewal Fee Report (RRF-1) with the California State Attorney General

d.File Updated CLN Inc. Bylaws with Attorney General as needed

e.Filing IRS 990 financial reports annually

f.Filing Annual Minutes with the Secretary of State yearly.



Article VIII Conflict Evolution


Section 8.1 Policy


(a)The CLN Conflict Evolution Policy will be followed as a foundational component of the organizational guiding principles.  Unless we face our fears and deal with our conflict we are unable to evolve and grow as a community.

(b)The main components of the CLN Conflict Evolution Policy include Conflict Mediation, Conflict Resolution, and Non-violent Communication.  Conflict evolution will also, when needed, enter into the realm of wellness and healing of those involved, to further their evolution and growth through modalities that are appropriate for the situation.

(c)The foundation of the Conflict Evolution Policy is stated as follows:

If there is conflict between two parties, then as long as each party is willing to communicate and work through the conflict under all circumstances, then they will be allowed to stay involved.  If and only if one or both of the parties refuses to have open communication to resolve and deal with the conflict, the respective party(s) will be suspended from all related CLN activity.

(d)The process will be detailed within the Conflict Evolution Policy document.



Article IX: Legal Procedings


Section 9.1 Agent

(a)All legal action will be served to the agent as stated in the Articles of Incorporation:

Blas Jacob Cabrerea

705 Alvarado Row

Stanford Ca, 94305

      (b)  Any legal activity associated with the CLN will be outline in the Legal Ramifications document to be distributed at every CLN Inc. Board meeting.


Section 9.2 Indemnification


(a)Every Board of Director, officer employee, staff, or member of the Corporation may be indemnified by the corporation against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board, officer, employee, staff, or member of the corporation, or any settlement thereof, unless adjudged therein to be liable for  negligence or misconduct in the performance of her/his duties.

(b)Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the corporation.  The foregoing right of indemnification shall be in addition and not exclusive of all other rights, which such member of the Board, officer, employee, staff, or member is entitled.



Article X: Protcol


Section 10.1  Description


(a)The CLN Inc. General Protocol will outline specific processes that are required to be followed for the correct or appropriate action of the organization.

(b)Within the protocol will be outlined the processes coordinating the organizational guidelines that will give direction on any function of the organization that is not required to be followed but is encouraged as a guide.

(c)The protocol will also outline the procedures for coordinating all of the Guiding Documents of the CLN, which is any document that outlines processes that must or could be followed to have a smooth functioning organization.


Section 10.2 Referenced Guiding Documents


(a)The following documents referenced within the bylaws will be printed and compiled together with the Bylaws & Articles of Incorporation of the CLN Inc.

i.CLN General Protocol

ii.CLN Election & Appointment Processes

iii.Director Resignation & Removal Process

iv.CLN Standing Rules

v.Skeleton Meetings Outcomes Report

vi.Historical Documents Tracking System

vii.Personnel Protocol

viii.CLN Decision-Making Systems

ix.Staff Procedures Protocol

x.Communications Systems Protocol

xi.Sphere of Representation

xii.Sphere of Influence

xiii.Evaluation Systems

xiv.Assessment Process

xv.CLN Inc. Reporting Processes

xvi.Budgetary Process

xvii.Incubate & Spin-off

xviii.CLN Conflict Evolution Policy

xix.Legal Ramifications

xx.Bylaws Evolution

(b)Guiding Documents will also be available through the following media:

i.Websites

ii.Wikis

iii.Binders


Article XI: Ammendments


Section 11.1 Bylaws Evolution


(a)The Bylaws must be re-proposed & reviewed by the CLN Inc. Board at least once every two years.

(b)Amendments to the Bylaws will be approved by the CLN Inc. Board and officially conferred on by the active membership.

(c)The CLN Inc. Bylaws can be no longer than 10 pages, excluding the title page and table of contents.

(d)Any amendments, ideas, proposals, or documented discussion on changes to the CLN Inc. Bylaws will be institutionalized within the Bylaws Evolution document.



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