Article IV: Mission Circle

Section 4.1 General Powers.

The affairs of the Organization shall be managed by its Mission Circle (MC). The Mission Circle shall have all powers and responsibilities of a Board of Directors subject to any limitations set forth in the Act, the Articles of Incorporation, and these Bylaws.

Section 4.2 Number and Eligibility

There shall be no less than one (1) and no more than eleven (11) members of the Mission Circle, who may be referred to as “Directors”. Directors need not be residents of the State of Colorado. All Directors shall serve until they resign, are removed, or until their successors are duly elected and qualified. Directors shall have equal voting privileges to consist of one vote each.

Section 4.3 Removal of Directors.

Any Director may be removed, with or without cause, by a majority vote of the Directors present at a meeting at which a quorum is present, excluding the Director in question.

Section 4.4 Vacancies.

Whenever a vacancy occurs on the Mission Circle by reason of death, resignation, incapacity, removal or otherwise, such vacancy may be filled by a majority vote of the Directors present at a meeting at which a quorum is present.

Section 4.5 Regular Meetings.

No annual regular meetings of the Mission Circle are required. However, if there is an annual meeting of the Mission Circle, it shall be held upon notice at such time as determined by itself, and shall be called by any Director. The Mission Circle may provide by resolution the time for the holding of additional regular meetings with notice to be given as set forth herein.

Section 4.6 Special Meetings.

Special meetings of the Mission Circle may be called by or at the request of any Director. Notice of any special meeting shall state the purpose(s) of the special meeting.

Section 4.7 Notice of Meeting.

Notice of each meeting of the Mission Circle stating the date, time and place of the meeting shall be given to each Director at least seven (7) days prior thereto by telephone, facsimile, electronic transmission or any other form of wire or wireless communication (and the method of notice need not be the same as to each Director). A Director may waive notice of any meeting before or after the time and date of the meeting stated in the notice.

Section 4.8 Quorum and Voting.

A majority of Directors serving the Organization at the time notice of a meeting of Directors is given shall constitute a quorum for the transaction of business at such meeting of the Mission Circle; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn and reconvene the meeting from time to time without further notice. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Mission Circle unless a greater number of votes are required by the Act or these Bylaws.

Section 4.9 Voting by Proxy.

No Director may vote or act by proxy at any meeting of the Directors.

Section 4.10 Action Without Meeting.

Any action of the Mission Circle may be taken by written action signed by the number of directors that would be required to take the same action at a meeting of the Mission Circle at which all directors were present. The written action is effective when signed by the required number of directors unless a different effective time is provided in the written action. When written action is permitted to be taken by less than all directors, all directors shall be notified immediately of its text and effective date. Action taken pursuant to this section may be transmitted or received by mail or by facsimile, e-mail, or other form of communication permitted by the Act and must be in a form sufficient to identify (i) the Director or committee member; (ii) the Director's or committee member’s vote, abstention, demand, or revocation; and (iii) the proposed action to which such vote, abstention, demand or revocation relates. For the purpose of this section, communication to the Organization is not effective until received.

Section 4.11 Deemed Assent.

A Director who is present at a meeting of the Mission Circle when action is taken is deemed to have assented to all action taken at the meeting unless such Director objects as required under the Act. Such right of dissension or abstention is not available to a Director who votes in favor of the action taken.

Section 4.12 Telecommunication Meetings.

Directors or the members of any committee of the Mission Circle may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all members participating may hear each other during the meeting. A Director or committee member participating in a meeting by this means is deemed to be present in person at the meeting.

Section 4.13 Compensation.

Directors and committee members shall not receive compensation for their services as such; however, the reasonable expenses of Directors and committee members for attendance at meetings may be paid or reimbursed by the Organization. Directors and committee members shall not be disqualified to receive reasonable compensation for services rendered to or for the benefit of the Organization in any other capacity.

Section 4.14 Voting and Recusal

In decisions regarding a member of MC, that member shall be recused along with any member who has a conflict of interest concerning that member, including a familial relationship, significant unresolved interpersonal conflict, or romantic relationship within the past three years.

Unless specified otherwise in these bylaws, ​​all actions of MC shall be resolved by a bare majority vote. If the board is gridlocked and cannot reach a majority resolution, the status quo shall prevail, including in the retention of employees and contractors described in Article 5.