Bylaws of the Center Lane Project

Section 1. Eligibility for Non-Voting Membership

Initially, there shall be three membership levels:

1. Full Member: Strictest requirements, including but not limited to provable, high-level training in and ability to use the Swann/Puthoff CRV methodology, plus unanimous Board and Advisory Council approval of membership application. The annual membership fee is $100. Benefits include access to the Full Member forum, Q&A with the Board and Advisory Council, and private content.
2. Associate Member: Relaxed requirements, including but not limited to proof of training in any derivative form of the Swann/Puthoff CRV methodology. The annual membership fee is $100. Benefits include access to the Associate Member forum and public content.
3. Supporting Member: Open to any person who supports the purpose of this organization with a desire to learn more about CRV. The annual membership fee is $50. Benefits include access to the Supporting Member forum and public content.

Without public notice, the Board may occasionally update membership fees, qualifications, levels, and benefits for each membership level through a majority vote at any regular or special meeting.

Section 1. General Powers

The Board of Directors (“the Board”) shall have control of and be responsible for managing the affairs and property of the Project.

An Advisory Council shall be elected by the Board annually but shall have no duties, voting privileges (other than those specified in Article IX, Sections 2 and 3), or obligations for attendance at regular meetings of the Board. Members of the Advisory Council shall possess the desire to serve the CRV community and support the work of the Project by providing expertise and professional knowledge. Initial membership shall be restricted to those that were trained directly by Ingo Swann.

Section 2. Number, Tenure, Requirements, and Qualifications

1. The Board shall consist of five (5) members, including the following officers: the President, the Vice-President, the Secretary, the Assistant Secretary, and the Treasurer.
2. All Board members shall serve five-year terms but are eligible for reelection.
3. The initial terms of the five founding members of the Board will be determined by lottery to be one year, two years, three years, four years, and five years respectively. Their terms shall be staggered so that one position on the Board is open for replacement or reelection each year.
4. Qualification for board membership requires proof of training in any pure or derivative form of the Swann/Puthoff CRV methodology and the desire to serve the CRV community and support the work of the Project. 
5. Each member of the Board shall contribute one hundred dollars ($100) to the organization annually, all or part of which may come from the tax-deductible value paid for or solicited by the Board member and received by the association. The Board members shall make the contribution no later than the anniversary of their membership to the Board.
6. To remain in good standing, each member of the Board shall attend a majority of meetings of the Board per year. Any member of the Board who fails to fulfill the attendance requirement shall automatically forfeit their seat on the Board.
7. A majority vote of the Directors present at a regular or special meeting must approve the appointment of all Board and Advisory Council members.

Section 3. Regular Meetings

The Board may provide by resolution the time and date for holding regular meetings. The President or Secretary shall provide notice of these meetings to all members of the Board no less than ten (10) days before the meeting by telephone, electronic methods, or written notice.

Section 4. Special Meetings

Special meetings of the Board may be called by or at the request of the President or any two members of the Board. Notice of any special meeting of the Board shall be given at least two (2) days in advance of the meeting.

Section 5. Quorum

The presence of a majority of current members of the Board shall be necessary at any meeting to constitute a quorum to transact business.

Section 6. Resignation

Each Board member shall have the right to resign upon written notice to the Secretary or the President.

Section 7. Vacancies

A majority vote may fill vacancies on the Board. A Board member elected to fill a vacancy shall be elected for the unexpired term of their predecessor in office.

Section 8. Compensation

Members of the Board, Officers, or Advisory Council members shall not receive compensation for their services as Directors, Officers, or Advisors.

Section 9. Informal Action by Directors

Board actions without a meeting may be taken if consent in writing, setting forth the effort, shall be signed by a majority of all of the Board members following notice of the intended action.

Section 10. Confidentiality

Board and Advisory Council members must exercise discretion and sound business judgment when discussing Project matters with third parties.

Board and Advisory Council members shall not discuss or disclose information about the Project or its activities to any third party unless such information is already public knowledge, the third party has a need to know, or the disclosure of such information is in furtherance of the Project’s purposes.

Section 11. Parliamentary Procedure

Any question concerning parliamentary procedure at meetings shall be determined by the President by reference to Robert’s Rules of Order.

The officers of this Board shall be the President, Vice-President, Secretary, Assistant Secretary, and Treasurer. All officers must have the status of active members of the Board.

Section 1. President

The President shall preside at meetings and have the power to call meetings. The President shall be responsible for leadership of the Board in discharging its powers and duties and shall, in general, supervise and control all of the business and affairs of the Project. The President may sign contracts, checks, and other instruments on the organization’s behalf.

Section 2. Vice-President

If the President is absent or incapacitated, the Vice-President shall perform all presidential duties.

Section 3. Secretary

The Secretary shall keep minutes of all meetings of the Board, shall have charge of the records and correspondence of the Project, and, jointly with the President, shall sign as necessary all written contracts and obligations of the Project.

Section 4. Assistant Secretary

If the Secretary is absent or incapacitated, the Assistant Secretary shall perform all secretarial duties.

Section 5. Treasurer

The Treasurer shall be the custodian of the fiscal assets of the Project, shall collect all dues, and shall make disbursements in conformance with approved Project practices and programs. Before the beginning of the fiscal year, the Treasurer shall cause a proposed operating and capital expenditure budget to be presented to the Board for approval. The Treasurer shall submit any necessary state and federal tax-exempt accounting or other regulatory filings annually.

Section 6. Election of Officers

Officers shall hold office until their successors are chosen by the Board or until their resignation or removal.

Section 1. Committee Formation

The Board, by resolution, may create one or more committees, each consisting of one or more Directors. All provisions under these Bylaws relating to meetings, action without meetings, notice, waiver of notice, quorum, and voting requirements of the Board shall apply to such committees and their members.

Section 1: Conflict of Interest

A Director of the Project has a conflict of interest if the Director has an existing or potential business, financial or personal interest or holds an elected or appointed position that could impair or might reasonably appear to impair the exercise of independent, unbiased judgment in the discharge of their responsibilities to the Project. A conflict will be deemed to exist if the business, financial or personal interest or elected or appointed position is held by the Director or by a family member (spouse, parent, siblings, children, or another close relative) or any organization in which the Director; or family member as defined, is an officer, director, employee, trustee or material stockholder. If the Director in question disputes whether a conflict of interest is present, the matter shall be decided by a majority vote of the Board.

Section 2. Annual Statements

Each director 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.

Section 1. General

If a Board member acts in good faith and in a manner that is reasonably in line with the best interests of the Project as determined by a reasonably prudent person situated in similar circumstances, then they shall be immune from liability arising from official acts on behalf of the Project. Board members who fail to comply with this provision shall be personally liable to the Project for any improper actions and as otherwise described in these Bylaws.

Section 2. Indemnification

Any Board member indemnification shall be limited to proceedings that are directly related to or have arisen from the officer’s acts on behalf of the Project.

Section 3. Insurance

The corporation may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, Advisor, volunteer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or association with the Project.

Section 1. General Considerations

Any Director, Advisor, or Member may be removed with or without cause if, in the Board’s judgment, the best interest of the Project would be served thereby.

Section 2. Removal of Directors, Officers, and Advisors

The Board, in concert with the Advisory Council, may remove any Director, Officer, or Advisor and elect a successor for the unexpired term through a majority vote of the Board plus two or more Advisory Council votes at any regular or special meeting.

Section 3. Revocation of Membership

The Board may revoke any member by majority vote at any regular or special meeting. The Advisory Council may also revoke any member by unanimous consent of all Advisors serving at the time. Former members will be issued a pro-rata refund for the balance of their membership fee. Members having failed a revocation appeal may reapply for membership after one year with reinstatement subject to full Board and Advisory Council approval.

Section 4. Notifications and Appeals

No person shall be expelled from the Project without an opportunity to be heard. A notice of a motion of expulsion setting forth the reasons shall be given to the person by telephone, electronic methods, or written notice twenty (20) days before the meeting of the Board. The person may appeal in writing before the meeting, and the appeal will be reviewed and considered before the motion for expulsion.

The Board may amend the Bylaws, or the Articles of Incorporation, by a majority vote of all directors then in office at any regular or special meeting. Notice setting forth the proposed amendment or changes shall be given to each Director within the time and the manner provided for giving notice of directors’ meetings.

Angela Atkinson, Secretary