Bylaws of the Open Space Institute

BYLAWS OF OPEN SPACE INSTITUTE (Adopted September 30, 2005)

PREAMBLE

Open Space Institute is a non-profit organization whose purpose is to invite and support the use and practice of Open Space Technology (OST) throughout the United States and the world.

Open Space Institute holds space for Open Space. It does this through the following actions:

1. Providing access to resources on Open Space.

2. Connecting individuals and groups to inform, inspire, mentor and sustain each other in opening and holding space.

3. Being an inclusive learning community.

OST is a process to foster self-organization, which invites participants to create their own agenda of important issues around a common theme. It is driven by passion (care for an issue) bounded by responsibility (doing something about it). OST embodies four principles (Whoever comes is the right people; Whatever happens is the only thing that could; Whenever it starts is the right time; When it's over, it's over) and one law (If you are neither learning nor contributing you have the right and the responsibility to go to some more productive place). OST is effective when dealing with important issues, complexity, diversity, conflict and urgency.

It is the intent of the Institute to operate within and be guided in all activities wherever possible by these principles and beliefs: First, people have the right and duty to create their own future. Second, people have the right to be treated as equals, make a contribution, and be heard with everyone taking responsibility to see that all others receive those rights fully. Third, as people have the answers to their own problems and opportunities, they are the real experts by virtue of experience, and all their contributions should be valued. Fourth, dialogue needs to occur in a transparent manner during real time without manipulation or control by anyone.

Open Space and the Institute mean different things to different people. Furthermore, they each continue to evolve. The Open Space Institute is very much a work in progress.

I. NAME AND LOCATION

The name of the Corporation is Open Space Institute and the location of its main office shall be determined from time to time by the Board of Directors.

II. PURPOSES AND POWERS

A. PURPOSES

We believe that inspired (inspirited) behavior can be an everyday experience and that humanity is limited largely by its perceptions of the possible. We intend to grow that sense of possibility and make it a reality by focusing on three fundamental areas: learning, research and practice:

Expanding the learning and practice of self-organizing communities.

Understanding and integrating what sustains self organizing communities.

Using Open Space principles in creating and sustaining the Open Space Institute.

These primarily educational and services purposes shall fall within Section 501(c)(3) of the United States Internal Revenue Code.

B. POWERS

The Institute shall have those powers authorized under RCW Chapter 24.03 and any revisions of that law. It shall exercise power in accord with its purposes as stated in its Articles of Incorporation, including powers necessary or incidental to effect its purposes. Its powers shall include those related to its program of education, practice and development of the arts of group action to solve problems and create new methods of getting done the jobs of human interaction in groups.

III. MEMBERSHIP

A. Membership

The membership shall consist of persons and organizations who wish to support the promotion of the learning of, and the growing presence of Open Space in the World in accord with the purposes of the Open Space Institute set forth above, and who contribute dues as set from time to time by the Board.

B. Membership Meetings

There shall be an annual meeting of the members on a date and at a place set by the Board. It is intended that the meeting be held at an OSONOS or if that does not work, via conference call or some other method that allows those attending to hear each other. Other meetings may be called by the Board.

IV. BOARD OF DIRECTORS

A. Composition

The Board shall consist of the number of persons determined from time to time by resolution of the Board of Directors. Each shall serve for one year or as long as the work has heart and meaning for the director. Board members may vote for themselves and shall be eligible for re-election. The Board of Directors shall vote for Board membership at the first meeting following the beginning of the fiscal year, which shall commence each January 1.

B. Qualifications

Board members shall be persons who understand and believe in the purposes of the Institute.

C. Minutes

Minutes of each Board meeting shall be in writing and posted in a manner and a place designed to make them available to the widest possible number of members of the Institute.

D. Powers and Duties

The Board shall implement the purposes of the Institute within the framework of its Articles of Incorporation, the governing law and its non-profit status. It shall control the property of the Institute and facilitate volunteers and programs.

E. Meetings

The Board shall agree on the times for regular and special meetings of the Board. Generally, meetings will be held once a month on a date set at the prior meeting. Regular and special meetings may be conducted by telephone or other electronic device by which all attending can hear each other. Special meetings may be called by any two board members or any one officer.

F. Quorum

A quorum consists of at least three board members, one of whom must be an officer or a majority of all Board members then in office, whichever is less.

G. Attendance

The Board may consider any board member as having resigned when that Board member with three or more unexcused absences in any 12 month period. "Excused" shall be determined by the President, or by a majority of the Board members present and voting.

H. Conflict of Interest

Any possible conflict of interest of a Board member shall be disclosed to the Board. If the Board determines that a conflict exists, that director shall not vote on the matter and shall not be counted in the quorum for that matter. The minutes shall show such action.

I. Committees

The Board may from time to time establish and remove a committee for whatever purpose and for whatever term the Board shall determine by written resolution.

V. OFFICERS

A. President

The President shall preside at all meetings of the Directors and General Membership and shall be a member ex-officio of all committees. The President shall perform such other duties as the Board may invite.

B. Vice President

In the absence or disability of the President, the Vice President shall perform the duties and exercise the powers of the President; and shall perform such other duties as the Board may prescribe.

C. Secretary

The Secretary shall record or cause to be recorded the minutes of Board meetings for a file which shall be permanent. Minutes relating to personnel or to other sensitive topics may be designated closed to casual inspection.

D. Treasurer

The Treasurer shall have oversight of corporate funds and securities and shall keep or cause to be kept full and accurate accounts of receipts and expenses and shall oversee deposits subject to Board Approval. Financial account withdrawals and securities and asset transfers shall require signatures of another officer as well as the Treasurer. The Treasurer shall report to the Board, orally and in writing, the financial transactions and the financial condition of the Corporation.

E. Selection

Officers shall be selected at the annual meeting of the Board. Officers shall serve until the next annual meeting and until their successors are elected and take office. The Board may remove an officer by majority vote in the best interests of the Corporation.

VI. COMPENSATION

No salary or other compensation shall be paid to the Board members except that they may be compensated for expenses incurred in attending meetings or Board-directed travel, conference expenses and other expenses incurred at Board direction. The Board may enter into a contract for services (other than service as a Board member) or goods with a Board member upon approval of at a majority of Board members present and voting.

VII. GENERAL PROVISIONS

The fiscal year shall commence January 1. The Corporation shall keep current and complete books and records in good order and up to date; such books and records may be inspected by a director for any proper propose, the cost of research and copying to be paid by the person requesting, unless the Board determines by majority vote that the same is for the best interests of the Corporation. The Board shall annually approve a budget for the following fiscal years and no disbursement shall be made over budget unless authorized by the Board. Open Space principles and practices shall govern procedure at Board meetings unless there is agreement by consensus.

VIII. INDEMNIFICATION

Insofar as is consistent with applicable law, each Director or Officer now or hereafter serving the Corporation and his or her respective heirs, executors and personal representatives shall be indemnified by the Corporation against expenses actually and necessarily incurred by him or her in connection with the defense of any action, suit, or proceedings in which he or she is made a party by reason of being or having served in any such capacity, except in relation to matters as to which he or she shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of duties, but such indemnification shall not be deemed exclusive of any other rights to which such person may legally be entitled under any bylaw, agreement, vote of Board of Directors, or otherwise. The Board may purchase, at corporate expense, liability insurance for Board members.

IX. AMENDMENTS

These Bylaws may be amended at any regular or special meeting of the Board by the affirmative vote of a majority in number of all Directors currently in office, provided that at least ten days notice, including the full text of the proposed changes, be given electronically or otherwise to all then currently serving Board members by the party or parties calling the meeting of the Board of Directors to consider such proposed amendments. These Bylaws may also be amended without a meeting if consent or agreement in writing, including the text thereof, is signed by all Directors prior to the effective date of the change.

X. AMENDMENT OF ARTICLES

The Articles of Incorporation may be amended by the affirmative vote of a majority in number of all Directors currently in office, provided that at least thirty days but no more than sixty days notice, including the full text of the proposed changes, be given electronically or otherwise to all then currently serving Board members by the party or parties calling the meeting of the Board of Directors to consider such proposed amendments.

These bylaws were amended by resolution of the Board of Directors at its meeting of September 30, 2005.