FIRST AMENDED AND RESTATED
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ARTICLE I
Name, Statement of Purpose and Relationship
Section 1. Name. The name of the Corporation is Contemplative Outreach, Ltd.
Section 2. Purpose. Contemplative Outreach, Ltd. (COL) embodies the vision and mission of the spiritual community of individuals and Centering Prayer groups committed to renewing the contemplative dimension of the Gospel and the process of Divine transformation in everyday life through the practice of Centering Prayer.
Section 3. Relationship of Contemplative Outreach, Ltd. and the Governing Board. The Governing Board provides governance-level leadership to the organization ensuring it fulfills the vision and mission of COL which are entrusted to it by the Holy Spirit. It does this by embodying the values of COL and discerning the call of the Holy Spirit for COL especially in light of the Theological Principles and Guideline for Contemplative Outreach Service.
ARTICLE II
Definitions
In these bylaws, the following terms shall have these meanings.
- “Corporation” means Contemplative Outreach, Ltd., a New York not-for-profit corporation.
- “Board” or “Governing Board” means what is commonly understood as the Board of Trustees of the Corporation.
- “Contemplative Outreach Community” means the world-wide community of individuals and centering prayer groups committed to living the contemplative dimension of the Gospel in everyday life through the practice of Centering Prayer.
- “Voting Member” or “Voting Members” are those who serve on the Governing Board.
- “Non-Voting Membership” refers to those individuals who are part of the Contemplative Outreach community.
ARTICLE III
Offices
Section 1. Offices. The principal office of the Corporation shall be designated from time to time by the Corporation and may be within or outside the State of New York. The Corporation may have other offices, either within or outside New York, as the Governing Board may designate or as the activities of the Corporation may require from time to time.
Section 2. Registered Office and Agent. The registered office of the Corporation in the State of New York may be, but need not be, identical with the principal office. The registered agent or the address of the registered office, or both, may be changed from time to time by the Governing Board.
ARTICLE IV
Governing Board
Section 1. General Powers. The Governing Board oversees the business affairs of the Corporation except as otherwise provided in the New York Not-for-Profit Corporation Law or these bylaws. Board Members need not be residents of the State of New York. The Governing Board discerns and appoints the Facilitator and other officers in accord with Article V of these bylaws. The Governing Board has the authority to act on all corporate, legal, financial, and business functions and activities. Decisions are made by consensus and may be made at any officially convened meeting at which there is a quorum.
Section 2. Number and Composition. The Governing Board shall be made up of between five and eleven persons who are actively engaged in the practice of Centering Prayer.
Section 3. Selection Process. The Board Members select new members of the Governing Board after a discernment process that has included a broad-based search among the active members of the Contemplative Outreach Community.
Section 4. Terms. Board Members serve three year terms which may be renewed once. Terms normally begin in January of each year or at a time determined by the Board. When a Board Member begins at a time other than January, the other Board Members determine the end date of the new Board Member’s first term. To the extent possible, terms are staggered so that no more than one-third of those serving on the Governing Board are up for renewal or replacement in a given year. The term of any Board Member concludes with the appointment of his or her successor.
Section 5. Decisions. Board Members make decisions using a dialogic discernment process resulting in consensus. If necessary, a vote is taken.
Section 6. Officers. There are typically three members of the Governing Board named to serve as officers of the Corporation. The three offices are a Facilitator, a Secretary and a Treasurer. The offices of secretary and treasurer may be held by the same person. Officers shall be selected through a discernment process. Officers serve terms of one year. These terms may be renewed twice.
Section 7. Vacancies. When one of the offices of the Governing Board is empty, the Board Members discern a new officer from among the Board Members then in office.
Section 8. Limits of Liability. The Board Members are not responsible or liable for the personal ministries, teaching functions or other programs and activities carried on by COL Community Members or others whether under the name of Contemplative Outreach or otherwise.
Section 9. Regular Meetings. The Governing Board decides the time and place of meetings which may be held within or outside New York.
Section 10. Special Meetings. Special meetings of the Governing Board may be called by the Facilitator or any two Board Members then in office. In addition, upon the death or the permanent or long-term incapacitation of the Facilitator a special meeting of the Governing Board shall be called by the Secretary. That meeting will be held within thirty days of the Facilitator’s death or incapacitation. The person or persons authorized to call special meetings of the Governing Board may fix any place, either within or outside New York, as the place for holding any special meeting of the Governing Board called by them.
Section 11. Notice. Notice of any special meeting of the Governing Board shall be given at least seven days prior thereto. Board Members shall be notified by e-mail or another electronic method. Any Board Member may waive notice of any meeting. The attendance of a Board Member at a meeting constitutes waiver of notice. Neither the business to be conducted during, nor the purpose of, any regular or special meeting of the Governing Board need be specified in the notice or waiver of notice of the meeting.
Section 12. Quorum. A simple majority of all Board Members shall constitute a quorum for the transaction of business at any meeting of the Board Members. If a quorum is not present, a majority of those then present may adjourn the meeting without further notice.
Section 13. Manner of Acting. The unanimous agreement of the Board Members, whether achieved by consensus or vote, is required to approve areas of major concern, such as: (i) the purchase or sale of real property; (ii) the sale, lease, exchange or other disposition of all, or substantially all, the assets of the Corporation; (iii) the establishment of an Endowment Fund; or (iv) a single expenditure that exceeds budgeted line items by $100,000.00. With respect to all other matters, and except as otherwise specifically stated in these bylaws or required by law, any act of the majority of the Board Members present at a meeting at which a quorum is present shall be considered an act of the Board Members.
Section 14. Compensation. Those on the Governing Board serve as volunteers and are entitled only to reimbursement of real expenses incurred as part of their service. These expenses typically include meals, lodging, and transportation. Other people who are invited to participate in meetings of the Governing Board may be compensated for their work at the meeting. When employees of COL attend Governing Board meetings, their time at the meeting is regarded as work time. They receive no additional compensation for attendance at Governing Board meetings. They are entitled to reimbursement of expenses in the same way Board Members are.
Section 15. Committees. The Governing Board may establish committees, task forces, and other permanent or ad hoc groups of people who are charged with a specific task. These committees and other groups typically have at least three members and may include one or more Board Members. Normally, anyone who serves on a committee or other group will be a member of Contemplative Outreach, though the Board Members may make an exception to this for a good reason. Each committee or other group shall have a mandate which defines its responsibilities, limits of authority, and reporting requirements. Committees and other groups are encouraged to keep minutes of their proceedings and turn in those minutes to the Secretary of the corporation within a month of the date of the meeting.
Section 16. Informal Action by the Governing Board. Any action required or permitted to be taken up at a meeting of the Governing Board or any committee designated by the Governing Board may be taken up without a meeting if consent is provided setting forth the action so taken. E-mail is an acceptable medium for giving consent. If the consent is provided verbally, it shall be noted in the minutes of the meeting that consent was sought and given. Decisions made by Informal Action shall have the same force and effect decisions made at a regular meeting of the Governing Board. Unless the consent specifies a different effective date, Informal Actions shall be effective at the time the last Board Member gives his or her consent. A Board Member may withdraw his or her consent to an action by writing to the Facilitator. The Facilitator shall determine
if enough Board Members have agreed to the action for it to go into effect and then shall notify the interested parties accordingly.
Section 17. Electronic Meetings. Meetings of the Governing Board or any committee or task force designated by the Governing Board may be held using electronic media. This includes conference calls and other electronic means so long as all persons participating in the meeting can
hear one another at the same time and are able to contribute to the discussion. Such participation shall constitute presence in person at the meeting.
Section 18. Removal of a Board Member. A Board Member may be removed with or without cause by the other sitting Board Members at a live meeting of the Governing Board at which a quorum is present. A consensus of the Governing Board is required to remove a Board Member from office.
ARTICLE V
Officers
Section 1. General. The officers of the Corporation shall be a Facilitator, a Secretary and a Treasurer. The Governing Board shall discern which Board Member will hold each office. The officers serve as the officers of the Corporation. The same person may hold the office of Secretary and Treasurer. No other officer may hold more than one office. The Board Members may appoint other officers and assistant officers as they may consider necessary. These other officers may come from the Governing Board itself or from the general membership of the Contemplative Outreach Community, especially from among its employees. These other officers shall have whatever authority and responsibility the Governing Board gives them.
Section 2. Selection and Term of Office. Officers are elected by a prayerful discernment process every year or as needed because of vacancies. This work typically is done at the first meeting of each year, usually in January, unless a majority of the Board Members agree to conduct the process at a different time. Officers serve one year terms which may be renewed two times.
Section 3. Removal. Any officer may be removed by the Governing Board whenever in its judgment the best interests of the Corporation and/or the Contemplative Outreach Community will be served by the removal. This removal shall be without prejudice to the contract rights, if any, of the person removed. Appointment of an officer shall not in itself create any contract rights in favor of the person appointed.
Section 4. Resignation. An officer may resign at any time by giving written notice to the Facilitator or Secretary. The resignation shall be effective when the notice is received by the Facilitator or Secretary unless the notice specifies a later date. Unless otherwise stated in the notice, no acceptance of the resignation is necessary to render the resignation effective.
Section 5. Vacancies. The Governing Board is responsible for filling any vacant offices. It does this is a manner consistent with the values of COL.
Section 6. Facilitator. The Facilitator shall have internalized the vision, mission and scope of the organization. The term of the Facilitator shall be one year with the possibility of two renewals of one year each. The Facilitator shall, with the other officers of the corporation and in collaboration with all Board Members, ensure the vision and mission of Contemplative Outreach are fulfilled. The Facilitator, or someone else designated by the Governing Board, shall set the agenda and preside at its meetings. The Facilitator sees to it that a report regarding the work of the organization, how it is fulfilling its mission, managing its finances and other matters of importance, is made to the general membership of Contemplative Outreach on a regular basis.
Section 7. Secretary. The Secretary shall: (i) record the minutes of the meetings of the Governing Board and shall ensure the safekeeping of the same; (ii) see that all notices are duly given pursuant to the provisions of these bylaws or as required by law; (iii) be the custodian of the corporate records and the seal of the Corporation and affix the seal to all documents when authorized by the Governing Board; (iv) keep at the registered office or principal place of business of the Corporation a record containing the names and addresses of all Governing Board members ; and (v) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Chairperson. Assistant Secretaries, if any, shall have the same duties and powers, subject to the supervision of the Secretary.
Section 8. Treasurer. The Treasurer shall be the principal financial officer of the Corporation and shall act in accordance with instructions from the Governing Board. He or she shall be responsible for the performance of all duties incident to the office of Treasurer and, upon request of the Facilitator shall make such reports to the Governing Board and the general membership of Contemplative Outreach as may be required at various times. The Treasurer shall have such other powers and perform such other duties as may from time to time be requested by the Facilitator. The Assistant Treasurers, if any, shall have the same powers and duties, subject to the supervision of the Treasurer.
Section 9. Officer Salaries. All Officers of the corporation, as Governing Board members, receive no compensation for their service.
ARTICLE VI
Members
Section 1. Members. The Voting members of the Corporation shall consist of the Governing Board.
Section 2. Voting Rights. Each Board Member shall cooperate in the processes that are employed to make decisions through consensus. Each Board Member has an equal voice. A Board Member may participate in decision making processes through electronic media even if other Board Members are physically gathered in one place. If the Governing Board cannot achieve consensus a vote may be taken with a simple majority necessary.
ARTICLE VII
Nomination of Governing Board Members
Section 1. Selection of Nominees. At any time required the Governing Board shall open the search for new Governing Board members, if there are vacancies to fill. Typically the search will be extensive and will invite members of the Contemplative Outreach community to nominate themselves or others. The process may differ from year-to-year but it shall always include a list of qualifications the Board Members agree upon and clearly identify the process to be followed with specific deadlines for nominations.
Section 2. Nominees to Fill Vacancies. In the event of a vacancy on the Governing Board that cannot be filled using the normal selection process, the Board Members shall recommend candidates, discern if someone is called to serve, and then, having reached consensus, shall finalize the selection process.
ARTICLE VIII
Meetings of Members
Section 1. Annual Meeting. The first yearly meeting of the Governing Board shall be held at a date, usually in January, and time fixed by the Governing Board.
Section 2. Special Meetings. Special meetings of the Governing Board Members may be called by the Facilitator or any two Board Members for any purpose unless otherwise proscribed by statute, specifying the date and place of the meeting. The date shall not be less than one week from the date of the written request.
Section 3. Place of Meeting. The Facilitator or those two Board Members who call a special meeting shall designate the place either within or outside New York as the place for any annual or special meeting.
Section 4. Notice of Meeting. Written notice stating the place, day and hour of any meeting of Members, shall be delivered by e-mail or other electronic media to each Member not less than thirty days before the date of the meeting. In the case of a special meeting or when otherwise required by statute or by these bylaws, the purpose or purposes of the meeting shall be stated in the notice.
Section 5. Quorum and Method of Acting. The presence at a meeting of a simple majority of the Governing Board shall constitute a quorum. Election to the Governing Board shall be by consensus or, failing consensus, the affirmative vote of a simple majority of all Governing Board Members participating in the selection. A Board Member shall be deemed to have participated in an election if she or he either (i) has timely submitted a valid absentee ballot, (ii) email, or (iii) is present at a meeting at which a quorum is present.
Section 6. Facilitator of Meeting. The Facilitator shall call the meetings of the Governing Board to order and shall act as facilitator of such meetings unless the Governing Board delegates this responsibility to others.
Section 7. Audit Report. At the January meeting of the Governing Board, the Administrator or some other person designated by the Facilitator, shall present a report in accordance with the provisions of Section 519 of the New York Not-for-Profit Corporation Law, reviewed by the Facilitator and the Treasurer, or by a majority of the Board Members, an audit of the financial records of COL for the preceding fiscal year. This report shall be filed with the records of the Corporation and either a copy or an abstract thereof shall be entered in the minutes of the meeting.
ARTICLE IX
Indemnification of Certain Persons
Section 1. Indemnification Against Third Party Claims. Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil or criminal, administrative or investigative (other than an action brought by or in the right of the Corporation), by reason of the fact that the person is or was a Board Member, officer, or employee of the Corporation, shall be indemnified by the Corporation against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner reasonably believed to be in the Corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe her or his conduct was unlawful.
Section 2. Other Indemnification Rights. The indemnification provided herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of members or disinterested Board Members, or otherwise, and any procedure provided for by any of the foregoing, both as to action in the person’s official capacity and as to action in another capacity while holding such office, shall continue after a person has ceased to be a Board Member, officer, or employee and shall inure to the benefit of heirs, executors and administrators of such persons. However, the indemnification provisions provided herein or otherwise concerning the Corporation’s indemnification of Board Members, officers, or employees (except for insurance policies) shall be valid only if and to the extent they are consistent with the provisions of the New York Not-for-Profit Corporation Law.
Section 3. Report to Members. Any indemnification of or advancement of expenses to a Board Member, officer, or employee in accordance with this Article IX, if arising out of a proceeding by or on behalf of the Corporation, shall be reported in writing to the Members with or before notice of the next Members’ meeting.
Section 4. Limitation on Indemnification. The Corporation shall not indemnify any organization or any persons who are not present or former Board Members, officers, or employees of the Corporation. No person shall be entitled to indemnification by the Corporation by virtue of her or his status within the general membership of COL or service as Contemplative Outreach Faculty or as a Contemplative Outreach Coordinator. No indemnification shall be provided with respect to claims brought by the Corporation. No indemnification shall be provided with respect to any proceeding brought by others in the name of the Corporation against a Board Member, officer, or employee if he or she is adjudged to be liable, nor in connection with any proceeding in which allegations of improper personal benefit are raised against any Board Member, officer, former Circle of Service member or employee and in which the Board Member, officer, or employee is found guilty or liable for having received an improper personal benefit.
ARTICLE X
Provision of Insurance
By action of the Governing Board, and notwithstanding any interest of the Board Members in the action, the Corporation may purchase and maintain insurance, in amounts which the Governing Board deems appropriate, on behalf of any person who is or was a Board Member, trustee, officer, COS member, employee, Member, agent or fiduciary of the Corporation against any liability asserted against such person and incurred by that person in any such capacity or arising out of the person’s status as such, whether or not the Corporation would have the power to indemnify the person against such liability under the provisions of these bylaws. Any such insurance may be procured from any insurance company designated by the Board Members, whether such insurance company is formed under the laws of New York or any other jurisdiction of the United States or elsewhere.
ARTICLE XI
Distribution of Assets Upon Dissolution
In the event of the dissolution of the Corporation, restricted assets of the Corporation shall be distributed as required by the Deed of Gift or other instrument and other assets among one or more corporations and foundations organized and operated exclusively for charitable, religious or educational purposes as the Board members shall determine. Such recipients shall be tax-exempt organizations under Section 501(c)(3) of the Internal Revenue Code (as amended) and shall not include any organizations the net earnings of which inure in whole or in part to the benefit of any private shareholder or person or the activities of which include in substantial part efforts to influence legislation through the distribution of propaganda, lobbying or other similar endeavors.
ARTICLE XII
Miscellaneous
Section 1. Waivers of Notice. Whenever notice is required by law or by these bylaws, a waiver thereof in writing signed by the Governing Board member or other person entitled to such notice, whether before or after the time stated in the notice, or the appearance at such meeting in person and without objection based on lack of notice, or the voting for or assenting to action taken at such meeting, shall be equivalent to such notice.
Section 2. Seal. The corporate seal of the Corporation shall be circular in form and shall contain the name of the Corporation, the year of incorporation and the words “Corporate Seal” and “New York.”
Section 3. Fiscal Year. The fiscal year of the Corporation shall be as established by the Governing Board.
Section 4. Financial Interest of a Governing Board member, Officer, or Employee. All contracts or other transactions between the Corporation and one or more of its Board Members, officers, or employees, or between the Corporation and any other entity in which one or more Board Members, officers, or employees are directors or officers or have a substantial financial interest, shall be presented to the Governing Board for approval. All material facts as to the interest of any Board Member, officer, or employee in the contract or transaction and as to any common directorship, officership or financial interest shall be disclosed to the Governing Board, and the contract or other transaction shall be subject to approval by a majority vote in which any interested Board Members present shall be counted as part of the quorum but shall not vote. If no such disclosure is made or if the vote of the interested Board Member was necessary for the approval of the contract or transaction, then the Corporation may avoid the contract or transaction unless the parties to the contract or transaction affirmatively establish that the contract or transaction was fair and reasonable as to the Corporation at the time it was authorized.
Section 5. Amendments. The Board Members shall have the power, to the extent permitted by the New York Not-for-Profit Corporation Law, to make, amend and repeal the bylaws of the Corporation at any regular or special meeting of the Governing Board.
Section 6. Statement of Non-discrimination. The Corporation shall not discriminate on the basis of race, color, creed, religion, gender, sexual orientation, nationality, national origin, ethnic heritage, educational level, geographic location, disability, or any other characteristic which would tend to separate persons from one another.
Section 7. Prior Bylaws. These bylaws replace in their entirety any prior bylaws of the Corporation adopted from time to time prior to the date hereof. The foregoing bylaws of Contemplative Outreach, Ltd. have been duly adopted as of the 24th day of March, 2024.
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