Pro-Animal Future's bylaws, along with certain supporting corporate policies, are maintained in order to ensure Pro-Animal Future's compliance with the laws governing tax-exempt social welfare organizations at both state and federal levels. The bylaws and policies under this heading are not to be amended without qualified legal consultation.

This section doesn't have much to do with the day-to-day life of the organization but they are always operating far in the background. New partners can definitely skip this part.

As with other items in this handbook, the versions here are authoritative.

Section 1.1 Name.

The Organization shall be known as Pro-Animal Future, though at times it may also conduct business under such names as Pro-Animal Denver, Pro-Animal Colorado, Pro-Animal Oregon, etc.

Section 1.2 Purpose.

The mission of the organization shall be as follows:

Build a political movement to end the farming of animals through grassroots campaigns to turn public support for animals into law.

Section 2.1 Business Offices.

The principal office of the Organization in the State of Colorado shall be at such location as the Mission Circle shall determine. The Organization may have such other offices, either within or without the State of Colorado, as the Mission Circle may determine from time to time.

Section 2.2 Registered Office.

The Organization shall have and continuously maintain in the State of Colorado a registered office, and a registered agent whose office is identical with such registered office. The registered office may be, but need not be, identical with the principal office of the Corporation in the State of Colorado. The registered agent and the address of the registered office may be changed from time to time by the Mission Circle.

The Organization shall not have voting members as that term is used in the Act and shall have no capital stock. However, the Organization may have such classes of nonvoting members as may from time to time be prescribed by its Bylaws, the Mission Circle, or any subcircle to which the Mission Circle delegates such authority. The designation of each class of members and their respective manner of election or appointment, qualifications, tenure, terms of membership, rights, limitations and obligations shall be as provided in the same manner. Members shall have no voting rights or other management powers. The Corporation shall be governed exclusively by the Mission Circle pursuant to Article IV hereunder.

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.

Section 5.1 Delegation

The Mission Circle hereby adopts the Holacracy constitution, version 5 ("the Constitution"), as the core governance document of the organization. MC delegates responsibility for and authority over the governance and operation of the Organization to the Strategy Circle, according to the rules laid out in the Constitution. The Strategy Circle will generally comprise any members of the Mission Circle who, as employees, contractors, or volunteers, are highly involved in the daily operation of the Organization, along with other members added from time to time according to the Constitution.

MC retains those duties and responsibilities it is required by the governing law to discharge as a board of directors. Otherwise, it retains only the functions laid out in the following sections.

Section 5.2 Determining Board Membership

MC shall determine and maintain its own membership through the process outlined in Article 4. It shall generally seek to maintain a membership of approximately six (6) to eight (8) members, with employees and contractors comprising no more than 50% of MC membership except in case of a temporary vacancy.

Section 5.3 Retention of Employed Board Members

Hiring and retention of employees and contractors is entrusted to the Strategy Circle, except in the case of any employee or contractor who is also a member of MC, in which case MC shall vote on their retention. Such votes shall happen at least annually and can be called more frequently by any member. This vote may happen at a meeting or through written action.

Section 5.4 Whistleblower Complaints

In accordance with the Employee Code of Conduct & Whistleblower Policy appended to these bylaws, the MC shall evaluate any complaint made about a member of MC by any employee, volunteer, or associate of Pro-Animal Future regarding violations of the organization’s policies or code of conduct. Complaints regarding members’ conduct in their personal lives outside the scope of their role with the organization and its policies and code of conduct are generally beyond the purview of MC.

Section 5.5 Amendements

MC reserves the power to amend these bylaws from time to time according to Article IX.

Section 7.1 Contracts.

The Mission Circle may authorize any subcircle, agent or agents of the Organization to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Organization. Such authority may be general or confined to specific instances.

Section 7.2 Checks, Drafts, Etc.

All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Organization, shall be signed by such Officer or Officers, agent or agents of the Organization and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President of the Organization.

Section 7.3 Deposits.

All funds of the Organization shall be deposited from time to time to the credit of the Organization in such banks, or other depositaries as directed by the Board of Directors.

Section 7.4 Gifts.

The Board of Directors may accept on behalf of the Organization any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Organization so long as consistent with the Articles of Incorporation and these Bylaws.

Section 8.1 Indemnification.

The Organization shall indemnify, to the maximum extent permitted by law, any person who is or was a director, officer, agent, member of any committee of the Organization, fiduciary or employee of the Organization against any claim, liability or expense arising against or incurred by such person made a party to a proceeding because such person is or was a Director, officer, agent, member of any committee of the Organization, fiduciary or employee of the Organization, or because such person is or was serving another entity as a director, officer, partner, employee, fiduciary or agent or member of any committee at the Organization's request.

Section 8.2 Insurance.

The Organization may purchase and maintain insurance on behalf of a person who is or was a Director, officer, employee, fiduciary, agent or member of any committee of the Organization, or who, while a Director, officer, employee, fiduciary, agent or member of any committee of the Organization, is or was serving at the request of the Organization as a Director, officer, partner, member, manager, trustee, employee, fiduciary, or agent of another domestic or foreign corporation, nonprofit corporation, or other person or of an employee benefit plan, against liability asserted against or incurred by the person in that capacity or arising from the person's status as a Director, officer, employee, fiduciary, agent or member of any committee of the Organization.

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Directors at any regular or special meeting of the Mission Circle if proper notice is given pursuant to Section 4.7; provided, however, that these Bylaws may not be amended in a manner which is in-consistent with the Articles of Incorporation or which would disqualify the Corporation under §501(c)(4) of the Code. Such notice shall summarize the proposed changes to be made.

Section 10.1 General Standards of Conduct.

Each Director shall discharge the Director’s duties as a Director, including the Director’s duties as a member of a committee of the Mission Circle, and each Officer shall discharge the Officer’s duties, (i) in good faith, (ii) with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and (iii) in a manner the Officer or Director reasonably believes to be in the Organization's best interests.

Section 10.2 Reliance on Information.

In discharging his or her duties, a Director or Officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by (i) one or more Officers or employees of the Organization whom the Director or Officer reasonably believes to be reliable and competent in the matter presented, (ii) legal counsel, a certified public accountant, or another person as to matters the Director or Officer reasonably believes are within such person’s professional or expert competence, or (iii) in the case of a Director, a committee of the Board of which the Director is not a member if the Director reasonably believes the committee merits confidence. A Director or Officer is not acting in good faith if the Director or Officer has knowledge concerning the matter in question that makes reliance otherwise permitted by this Section 10.2 above unwarranted.

Section 10.3 Conflicts of Interest.

The Board shall adopt a Conflict of Interest Policy. A Director shall promptly disclose to the Board the material terms of any proposed transaction or action involving the Organization with respect to which such Director may have a conflict of interest. The disclosure shall include all material facts regarding the terms of the transaction, and any relationship that the Director may have with other parties involved in the transaction. Should a conflict of interest exist, the Board shall comply with the requirements of the Act and its duly adopted Conflict of Interest Policy. Section

10.4 Compliance with Standards of Conduct.

A Director or Officer is not liable in his or her capacity as a Director or Officer to the Organization for any action taken or omitted to be taken as a Director or Officer, as the case may be, if, in connection with such act or omission, the Director or Officer performed the duties of the position in compliance with this Article X.

Section 11.1 Governing Law.

These Bylaws shall be deemed to be made under and shall be construed in accordance with the laws of the State of Colorado.

Section 11.2 Captions.

All Article or section titles contained in these Bylaws are for convenience only and shall not be deemed part of the context of these Bylaws.

Section 11.3 Construction.

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, gender non-binary, singular or plural as the identity of the person or persons may require.

Article 1 – Purpose

The purpose of the conflict of interest policy is to protect the interest of Pro-Animal Future (the Organization) when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. 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.

Article II – Definitions

1. Interested Person

Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

2. Financial Interest

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

a) An ownership or investment interest in any entity with which the Organization has a transaction or arrangement.

b) A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or

c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization 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 Article III, Section 2, 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.

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.

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she 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.

a) An interested person may make a presentation at the governing board or committee meeting, but after presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

b) 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.

c) After exercising due diligence, the governing board or committee shall determine whether the Organization 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.

d) 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 Organization’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.

a) 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.

b) 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.

The minutes 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.

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

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

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

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement 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 Organization, in order to maintain its federal tax exemption, must engage primarily in activities that accomplish one or more of its tax-exempt purposes.

To ensure the Organization 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 Organization’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.

When conducting the periodic reviews as provided for in Article VII, the Organization 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.

In order to adopt a Document Retention and Destruction Policy, the Board of Directors of Pro-Animal Future has resolved that all critical information will be retained for seven years or permanently, as described in the categories below. Records will be retained, at the discretion of the Board, either in hard copy or in electronic form; provided, however, if retained electronically, then a second copy of the data shall be made and stored at a second site.

Policy is to cooperate with any reasonable request for information from Government agencies. Notwithstanding any retention guidelines, under no circumstances shall any records (written or electronic) known to be the subject of, or germane to, any anticipated or pending lawsuit or governmental investigation be removed, altered, or destroyed.

1. Purpose

Pro-Animal Future (hereinafter known as the “Organization”) requires all members to observe high standards of business and personal ethics in the conduct of their duties and responsibilities, and all directors, employees, and activists to comply with all applicable laws and regulatory requirements in addition to the code of conduct. The expectations and processes in this policy apply to all employees and contractors.

2. Employee Misconduct

Most cases of employee misconduct will be handled directly between that employee and their circle lead or a member of the Mission Circle. This especially applies to minor misconduct such as:

a) Repeatedly being late for work

b) Minor breaches of our policies or departmental operating procedures

c) Minor breaches of your contract of employment

d) Failing to report damage to PAF property at the time of the incident

e) Failing to follow through on commitments you have made without good reason

Gross misconduct is a serious breach of your contract and includes behavior that is so serious in nature that it is likely to prejudice PAF’s work or reputation, or damage the working relationship and mutual bond of trust between you and the organization. Allegations of gross misconduct will generally be investigated by the Strategy Circle or, when the subject is a member of SC, the Mission Circle. If, following an investigation, you are found to have committed an act of gross misconduct, disciplinary action will be taken.

Examples of behavior we are likely to regard as constituting gross misconduct include (but are not limited to):

1. Serious, continued or deliberate breach of the organization’s rules or policies.

2. Discrimination, harassment, victimization or bullying of any PAF associate.

3. Theft or attempted theft of any item, however small, from PAF or any of its associates, including equipment, written or digital property, and confidential information.

3. Relationship Policy

As a community for political and social change, we encourage all associates of PAF to think twice before forming romantic or sexual relationships within the organization. If an employee or contractor enters into a sexual relationship with another PAF associate, they should declare their relationship to a designated member of the Mission Circle. This director will discuss the relationship with both parties to ensure they are acting mindfully of power dynamics and help them make a plan for how to ensure their relationship will not negatively impact the organization. Failure to report a romantic or sexual relationship in a timely manner will be considered misconduct.

4. Reporting Process

The Organization seeks to have an “Open Door Policy” and encourages board members, committee members, employees, activists, and other associates to share their questions, concerns, suggestions, or complaints regarding the Organization and its operations with someone who can address them properly. When an associate of the organization does not feel secure in directly approaching the member they have concerns about, they may approach any member of the Mission Circle to submit a report.

Reports may be submitted on a confidential basis by the complainant or may be submitted anonymously. The reporter shall specify whether they wish their identity to be kept confidential. If so, reports shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

5. No Retaliation.

No associate of the organization who in good faith reports a violation of a law or policy shall suffer harassment, retaliation, or adverse employment consequence. An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment. This Whistleblower Policy is intended to encourage and enable persons to raise serious concerns within the Organization prior to seeking resolution outside the Organization.

6. Evaluation Process

Upon receiving a complaint, the Mission Circle shall appoint (using the Integrative Election Process outlined in the constitution § 5.3.5) one of its members with no conflict of interest to act as Compliance Officer (CO). The CO shall respond to the reporter within two weeks to acknowledge receipt of the report. The CO shall then carry out an initial investigation, which may consist of reviewing evidence and speaking to any number of complainants as well as the subject(s) of the complaint. If the Compliance Officer determines that the complaint is substantive and that it pertains to law, regulation, or organizational policy, they shall refer the matter to the entire Mission Circle with a report detailing their initial findings and any recommendations. The Mission Circle shall then consider whether to implement corrective action (potentially including summary termination), conduct further investigation, or involve outside legal counsel to resolve the allegations. When conducting such investigations and weighing corrective action, MC shall act according to the principle of due process.

7. Scope

Complaints that do not relate to conduct in an associate’s capacity as an employee, contractor, or volunteer of PAF generally fall outside the scope of this policy. Reports concerning the following generally will not warrant action by MC, though in extraordinary cases, MC may decide at its discretion whether such complaints fall within its purview:

1. Political disagreements and opinions about controversial topics (e.g. abortion, celebrities, etc.) especially when stated privately.

2. Differences of opinion on animal rights strategies, including veganism.

3. Conduct in someone’s private personal life that does not involve other PAF associates. This includes criminal activity unrelated to someone’s role in PAF– such activity is the purview of law enforcement, not PAF.

8. Requirement of Good Faith.

Anyone filing a report concerning a violation or suspected violation of the law or organization policies must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously, frivolously, or knowingly to be false will be viewed as a serious disciplinary offense.

9. Confidentiality.

Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

As of September 2025, the makeup of Pro-Animal Future's Mission Circle (Board of Directors) for all purposes is as follows:

• Eva Hamer

• Almira Tanner*† Lead Organizer, Direct Action Everywhere

• Justin Marceau* Director, Animal Activist Legal Defense Project @ University of Denver

• Sabina Makhdomi* Vice President, Phauna Foundation

• Aaron Yarmel* Associate Director, Center for Ethics and Human Values, the Ohio State University

The contains contact information for Mission Circle Members.

*Does not currently receive compensation from Pro-Animal Future or our affiliate, Pax Fauna. All work in the Mission Circle is on a strictly volunteer (unpaid) basis.

†Relationship ombud

We use the rules of the Holacracy Constitution to govern our organization in the day-to-day.

Holacracy is something you learn by doing. For most people, there's no need to read the Constitution in detail. But sometimes you will need to refer to the Constitution to check a rule. For those cases, it's useful to know the Constitution's "broad strokes" so you know where to look.

To help you navigate the Constitution, here's a quick summary of its most important points.

Preamble

The Constitution is adopted by our Company Directors (the "Ratifiers") as the formal authority structure of the organization. The Company Directors retain the authority to repeal the Constitution. Beyond that, the rules apply equally to the Company Directors as they do to other Members of the organization.

Article 1: Organizational Structure

Basic Structure: Our organization is made up of Roles, which are made up of a Role Name, a Purpose, Domains, and Accountabilities. Roles can also hold Policies, i.e. special rules that govern how Roles go about things. Roles can be "broken down" into Circles. Domains and Policies can be delegated to sub-Circles or Roles. By default, the broadest Circle in the organization holds all authorities and Domains that the organization itself controls.

Duties of Role-Fillers: When you fill a Role, you have duties to (i) process "tensions" (gaps between how things are and their ideal potential); (ii) regularly define Projects and Next-Actions for your Role's Purpose & Accountabilities; (iii) break down your Projects into Next-Actions; (iv) track Projects, Next-Actions and Tensions in writing; and (v) execute Next-Actions.

Core Roles: Circles have a number of core roles: the Facilitator, Secretary, and Circle Lead.

Circle Leads: The Circle Lead holds the overall Purpose of the Circle. A Circle Lead: (i) has the authority to Assign Roles; (ii) automatically fills any unfilled Roles in the Circle; and (iii) has the authority to define what work the Circle should prioritize. You can't change the Purpose of a Circle Lead Role. You can add Accountabilities and Domains to a Circle Lead Role, but if you do, these additions apply to the Circle Lead Role of every sub-Circle as well.

Duty of Transparency: As a Member, if requested by another Member, you have a duty to tell them what's on your plate, what your priorities are, and projections of when you expect to complete things. You also have a duty to report, upon request, on Checklist Items, Metrics, and Project Updates, and to provide any other information that's readily available to you and won't cause harm to share.

Duty of Processing: As a Member, you have a duty to promptly process messages and requests from other Members where they: (i) ask you to clarify and communicate Next-Actions for your Projects or Accountabilities; (ii) request you to take on a Project or Next-Action; and (iii) request to impact a Domain you own.

Duty of Prioritisation: (i) You must prioritize processing inbound messages from other Members over executing your own Next-Actions (you may process messages in batches, at a frequency that works for you, as long as it's still reasonably prompt); (ii) if someone requests you to attend a Tactical or Governance meeting, you must prioritize attending that meeting over executing your own Next-Actions; (iii) when deciding what work to do, you must consider the priorities and strategies of your Circle and Super-Circle as more important than your own judgment of priorities; (iv) if you see a deadline in an official prioritization or in Governance, interpret that not as a mandate to hit the deadline, but as an official prioritization of any actions needed to hit that deadline.

Authority: Anyone may convene a Tactical Meeting to assist Roles engaging each other in their responsibilities and duties. In addition, the Secretary of each Circle is accountable for scheduling regular Tactical Meetings for the Circle.

Attendance: For regular Tactical Meetings convened by a Circle's Secretary, all of the Circle's Roles are invited unless a Policy says otherwise. For other Tactical Meetings, the Partner convening the meeting must specify the Roles invited to that meeting.

Meeting Process: The Facilitator of a Circle is accountable for facilitating the Circle's regular Tactical Meetings. Unless a Policy of the Circle says otherwise, the person facilitating the meeting must use the following process: (i) Check-in; (ii) Checklist & Metrics Review; (iii) Project Updates; (iv) Build Agenda; (v) Triage Items; (vi) Closing Round. The Secretary of a Circle is accountable for capturing and publishing Tactical Meeting outputs.

Distributed Authority: As a Role Lead, you have the authority to take any action or make any decision to enact your Role's Purpose or Accountabilities, as long as you don't break a rule in the Constitution. In addition, you may use your own judgment to decide how to prioritize your work (whilst still aligning with any Circle priorities, strategies, and deadlines).

Constraints on Authority: As a Role Lead, you must honor the following constraints on your authority: (1) you must not violate Policies; (2) you must get permission before impacting Domains; and (3) you must get authorization before spending money.

Interpretation Authority: You may use your own reasonable judgment to interpret the Constitution and your organization's Governance. If there is a conflict of interpretation of the Constitution or Roles/Policies in Governance, you may ask the Secretary of any affected Circle to decide which interpretation to use; and everyone must align with that interpretation until the relevant text is changed. You may appeal to the Secretary of any super-Circle to overrule the interpretation of any sub-Circle Secretary. You may ask a Circle's Secretary to decide if any Governance of their Circle or any sub-Circle is invalid and delete any that they judge to be so.

Individual Initiative: You are authorized to act beyond the authority of your Roles or break the rules in the Constitution in situations where ALL of the following are true: (1) You are serving the Purpose or Accountabilities of some Role in the organization; (2) You believe your action would resolve or prevent more tension for the organization than it would likely create; (3) Your action would not commit the organization to spend beyond what you're already authorized to spend; and (4) If your action would violate any Policies or Domains, you believe much value would be lost from delaying to get permission or change Governance. Upon taking such Individual Initiative, you must: (1) Explain your action to any Role Leads you to believe may be significantly impacted; (2) Help resolve any tensions created by your Individual Initiative if requested by any of the impacted Role Leads; (3) Refrain from taking similar Individual Initiative on request of any Role Lead; and (4) Prioritise the above restoration over your regular work, unless otherwise prioritized by a Circle Lead of a Circle that contains all roles affected by your action.

Governance Participants: People eligible to participate in a Circle’s Governance Process are those filling Roles in a Circle, including the Core Roles of Circle Lead, Facilitator, Secretary & Circle Rep (if there is one). A Circle Rep role may be added in any Circle if/when needed in response to tensions (not automatically). The Circle Rep would be elected from existing Circle members.

Scope of Governance: A Circle’s Governance Process may only: (i) Define, amend or remove a Circle's Roles & Policies; (ii) Move Roles or Policies into/out of sub-Circles where it serves the Purpose/Accountabilities to do so; (iii) Hold elections for Facilitator, Secretary, Circle Rep. A Policy may only be one or more of the following: (i) Additional rules about what a Circle's Role Leads can or can't do which are specific to that Circle + its sub-Circles (unless otherwise stated); (ii) a rule that changes one of the in the Constitution.

Changing Governance: Governance can be changed via the Governance Process of Proposal > Questions > Reactions > Objections > Integration. For a Proposal to be valid, the Proposer must be able to describe a tension for one of their Roles, share an example and explain how the proposal would reduce the tension. In response to a Proposal, other participants can raise concerns. The Facilitator will then test concerns, and if they meet certain criteria, they are considered "Objections". The Proposal will then need to be changed so it resolves Objections as well as the original tension.

Electing Facilitator, Secretary, and Rep: Any Circle Member can call for an election process for the Circle's Facilitator, Secretary, or Rep. The election process is as follows: Describe Role > Nominate Candidates > Nomination Sharing Round > Nomination Change Round > Make a Proposal > Objection Round.

Governance Meetings: A Secretary is accountable for scheduling regular Governance Meetings & special Governance Meetings when requested - which may be limited to focusing on a tension or changing specific roles. A Circle Rep may invite one Role Lead at a time from the Sub-Circle they represent to a Governance Meeting of the broader Circle, to process a specific tension. No quorum is required for Governance Meetings, but all Circle members must have reasonable advance notice of when they are scheduled, and attendance is optional. Governance Meetings must have a Check-in Round, then build an agenda of tensions, then process them in turn, and end with a Closing Round. Agenda items must be processed using Integrative Decision Making: Present Proposal > Clarifying Questions > Reaction Round > Option to Clarify > Objection Round > Integration.

Process Breakdown: Anyone may request a Circle’s Facilitator look for a Process Breakdown in that Circle or any of its sub-Circles - where there’s a pattern of behavior or output that violates the rules of this Constitution. A Circle's Facilitator may also declare a Process Breakdown if a Proposal fails to reach a resolution after those involved spend a reasonable amount of time and effort seeking a resolution. In case of a Process Breakdown, the Facilitator of relevant Circles may restore due process. A Process Breakdown in one Circle is not automatically considered a Process Breakdown of its Super-Circle. However, if it remains unresolved for an unreasonable time, then the Super-Circle is also considered in Process Breakdown

Section 6.1 Minutes, Records, Etc.

The Organization shall keep as permanent records minutes of all meetings of the Mission Circle, a record of all actions taken by the MC without a meeting, a record of all actions taken by a committee on behalf of the Organization, and a record of all waivers of notices of meetings of each Board or any committee of each Board.

Section 6.2 Accounting Records.

The Organization shall maintain appropriate accounting records.

Section 6.3 Records in Written Form.

The Organization shall maintain its records in written or electronic form.

Section 6.4 Records Maintained at Principal Office.

The Organization shall keep a copy of each of the following records at its principal office:

1. The articles of incorporation;

2. These Bylaws;

3. A list of the names and business or home addresses of all current Directors and Officers;

4. All financial statements and Forms 990 prepared for periods ending during the last three years;

5. The Organization's application for recognition of exemption and the tax-exemption determination letter issued by the Internal Revenue Service; and

6. All other documents or records required to be maintained by the Organization at its principal office under applicable law or regulation.