REM, the nonprofit, civic enterprise described as a Holocracy is designed to support and facilitate the existing local governance of communities which choose to operate under these By-Laws.

REM provides a process capable of assembling community resources, ascertaining community values, defining community vision, designing and implementing a wide variety of community programs approved by members.

REM voluntarily assumes responsibility for convening and mobilizing community with the goal of improving the quality of community life, and voluntarily accepts accountability for its actions.

REM as a Holocracy is empowered only by the freely given consent of its members.

In these By-Laws, words and phrases that appear in italics have special connotations. Please consult the Glossary for clarification of their intended meaning.

A REM Preamble

A man spoke with the Lord about heaven and hell. The Lord said to the man, "Come, I will show you hell." They entered a room where a group of people sat around a huge pot of stew. Everyone was famished, desperate and starving. Each held a spoon that reached the pot, but each spoon had a handle so much longer than their own arm that it could not be used to get the stew to their own mouths. The suffering was terrible.

"Come, now I will show you heaven," the Lord said after a while. They entered another room, identical to the first - the pot of stew, the group of people, the same long-handled spoons. But there everyone was happy and well-nourished.

"I don't understand,' said the man. "Why are they happy here when they were miserable in the other room and everything was the same?"

The Lord smiled. "Ah, it is simple," he said. "Here they have learned to feed each other."

We of REM understand that if we are to build a community where people thrive, we must learn to feed each other.

REM's Constitution

We the people of REM have come together to take responsibility for determining the future of the community in which we live in order to improve the quality of life for all. We view our responsibilities as citizens as equal in measure to the rights bestowed upon us by the democracy we cherish. We view our responsibilities to include donating our time, talent and money to synthesize and actualize all existing dreams, ideas, resources and ingenuity for the betterment of all.

We believe that by consenting to come together and share the uniqueness of our selves we will be able to collectively achieve an enlightened consciousness envisioned by our forefathers. From this newly attained level of human awareness and connectedness we will be able to establish a vision of our future that transcends previous human experience. We believe that establishing a vision is central to the formation of this, our holocracy.

We value the family, individual and community as an interrelated unit. We the people recommit ourselves to welcome universal empowerment and proactive participation on a win-win basis to citizens who will work to improve the quality of life. We nurture honesty, integrity, spirituality, and personal and civic responsibility for our actions. We trust in the value of community.

By-Laws

Article I: Name, Seal and Location

The name of this holocratic corporation is REM. REM shall have a seal bearing its name and such other devise or inscriptions as the Custodians of Holocracy, traditionally referred to as a "Board of Directors", may determine. REM shall be located in Waterville, Maine.

Article II: Purposes

Purposes:

1. The purposes for which REM is formed are as follows: To provide a forum and form through which the people of Mid-Maine may verbalize, visualize, actualize and perpetuate the current vision for their regional community. The vision is developed and revised by the people of REM as part of their strategic planning process. (See Addendum 1.)
2. No part of the net earnings of REM shall inure to the benefit of any Custodian, Officer of REM, or any private individual (except that reasonable compensation may be paid for services rendered to or for REM in carrying out one or more of its purposes), and no Custodian, Officer of REM, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of REM. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in any political campaign on behalf of any candidate for public office (including the publication or distribution of statements.
3. REM shall distribute its income for each taxable year at such time and in such manner so as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1954; shall not engage in any act of self-dealing as defined in Section 4941 (d) of the Internal Revenue Code of 1954; shall not retain any excess business holdings as defined in Section 4943 (c) of the Internal Revenue Code or 1954; shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1954; and shall not make any taxable expenditures as defined in Section 4945 (d) of the Internal Revenue Code of 1954; and in each case under corresponding provisions of any subsequent federal tax laws.
4. Notwithstanding any other provision of these Articles, REM shall not carry on any activities not permitted by an organization exempt under Section 501 (c) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may be amended.
5. Upon the dissolution of REM or the termination of its activities, the assets of REM remaining after the payment of all its liabilities shall be distributed exclusively to another 501 (c) (3).

Objectives:

1. REM will provide leadership by accepting the freely given authority of its constituency and sharing with them the responsibility for improving the quality of life in the community.
2. REM will seek to identify, assemble, and coordinate all human and material resources available to the community, based upon the freely given consent of its constituency.
3. REM will seek comprehensive, long-range initiatives to meet the objectives the community has deemed to be of high priority. Maintaining the focus of the community on the top priority objective will be a primary objective of REM. (See Current Vision Statement Addendum 2.)
4. REM seeks to empower community by urging every citizen to become involved. REM encourages all members of the community to participate in the formulation and implementation of all REM community activities.
5. REM will enhance communication throughout the community by utilizing all communication technologies available with the goal of reaching every community member and for these purposes may organize committees, develop educational programs, conduct public meetings (including REM Forum and Rem Focus Forums), and publish the "REM Record", a written forum which encourages written contribution from members of the community.
6. REM will deliberate and act in accordance with REM Agreements and these By-Laws. Decisions will be made by alignment where possible, by vote if necessary. We will search out such tools as may be conducive to this goal and will make this search a priority of REM. Groups are encouraged to pass leadership positions among the participants.

Article III: Custodians of Holocracy

The powers, authority and responsibility for the conduct and management of REM are vested in the Custodians of Holocracy, subject to the provisions of law and the Articles of Incorporation.

Custodians of Holocracy:

Custodians shall consist of not less than eight (8) nor more than twenty-five (25) members. The Custodians are elected annually at the annual meeting and serve without term limits. The Custodians shall hold office until the annual meeting or special meeting held in place thereof and until their successors are chosen and qualified. In case the number of the Custodians shall be less than the full number of twenty-five (25), the Custodians may at any meeting increase their number within the limits then specified and elect additional members to complete the number of Custodians.

Statement of Purpose of the Custodians of Holocracy:

The Purpose of REM's Custodians of Holocracy is to maintain REM's focus on the vision statement and the visioning process by:

1. Providing leadership through modeling the values stated in the vision and in the REM Agreements; (See Glossary)
2. Empowering the people of Mid-Maine to develop policies that achieve the community's long-term goals;
3. Assuming responsibility for the fiscal functioning of REM;
4. Maintaining the internal functions of REM as a non-profit organization.

Duties of the Custodians of Holocracy:

It shall be the duty of the Custodians of Holocracy to supervise the affairs and conduct the affairs of REM and to exercise all the powers conferred upon it. They shall select all Officers designated in these By-Laws and may from time to time appoint such other Officers, agents, and committees as they may deem proper. They shall have full authority over all Officers, employees, agents or committees selected, appointed or hired by them, and may prescribe their duties. They shall have authority to declare any office to be vacant without assigning cause therefor [sic] and accept resignations of any member of the Custodians of Holocracy or of any Officer of REM. Any vacancy in any office, whether it arise from resignation or otherwise, may be filled by the President of the Custodians of REM and must be approved by the Custodians at their next meeting. They shall keep a record of their actions at all their meetings, and shall at any meeting, in the absence of the regular Officers, appoint a temporary Chair and Secretary of said meeting.

Article IV: Officers

The Officers of this corporation shall be a President, Vice President, Treasurer and Secretary.

1. All Officers shall be members of the Custodians of Holocracy.
2. REM will not compensate officers for their services.
3. Any officer may serve for any number of consecutive terms if selected by the Custodians of Holocracy to do so.
4. Officers shall be chosen annually by the Custodians of Holocracy.
5. Officers shall hold office for one year and until his/her successor is elected and takes office, unless s/he shall sooner resign or be removed.

Emergency Powers:

1. An emergency, for the purposes of these bylaws, is defined as a situation involving risk to life, mandated action required by law, or a risk of significant damage to person(s) and/or property.
2. If an emergency requires the Association to act; the Custodians, the Executive Committee or the Officers, by a majority vote, may act in the name of REM assuming such action does not legally bind REM to a third party.
3. The President, or his/her Vice President acting in his/her stead, must report all emergency actions to the next regular Custodians of Holocracy or Executive Committee meeting, whichever comes first.

Eligibility for Office:

1. All Officers of the Association must be members of the Custodians of REM.

Resignation of an Officer:

1. Any officer may resign at any time.
2. A written resignation must be submitted stating the date on which the resignation is to take effect to the President or Secretary of the Custodians of Holocracy.

Removal of an Officer:

1. The Custodians, with or without cause, may remove any Officer by a two thirds vote of all Custodians voting in person or by proxy at a special meeting of the Custodians called for that purpose.

President:

The President shall have general power to manage and supervise all the affairs of REM and shall perform such other duties as the Custodians of Holocracy shall from time to time prescribe. These shall include but not be limited to:

1. He/She shall preside at all meetings of the Custodians of Holocracy.
2. REM's President will serve as the senior coordinating officer of REM, working closely with the Executive Director in managing REM's relationships with other agencies, public and/or private, both within and outside REM, and in managing the interfaces among REM personnel, both volunteer and staff, and to coordinate the work of the activities of the several Divisions, including all Forums, teams, and meetings.
3. The ultimate role of REM's President is to train new leadership through coordination, education, promotion, liaison, and trouble-shooting.

Vice President:

The Vice President shall perform such duties as the President or Custodians of Holocracy shall from time to time prescribe. In the President's absence or inability to act, the Vice President shall perform the duties of the President.

Treasurer:

It shall be the duty of the Treasurer to collect and keep safe all the moneys of the corporation; to disburse the same under the general direction of the Custodians of Holocracy; to submit a statement of his/her accounts for the past year at the annual meeting of the Custodians of Holocracy and at such other times as the Board of Directors Custodians of Holocracy may determine; to keep in a manner prescribed by the Custodians of Holocracy all the accounts of the corporation in books to be provided for that purpose; to sign, seal, execute, and deliver for and on behalf of the corporation all deeds, mortgages, leases, notes, bonds, assignments, and agreements in writing when authorized and unless otherwise provided by the Custodians of Holocracy; and to discharge such other duties as shall be prescribed from time to time by the Custodians of Holocracy. He/She shall have the authority to endorse on behalf of the corporation for the purpose only of deposit to the order of the corporation all checks, notes, drafts, warrants, and orders.

Secretary:

The Secretary shall be the Secretary of the Corporation and Secretary of the Custodians of Holocracy and shall keep a faithful record of all their doings. In case the Secretary is not present at any meeting of the Custodians of Holocracy a Secretary Pro-Tem shall be appointed with the power to keep the minutes of any such meeting and to record and attest to the same.

Article V: Meetings of the Custodians of Holocracy

Regular Meetings:

The Custodians of Holocracy shall meet regularly. A written notice and agenda of each meeting shall be mailed to each Custodian prior to the meeting.

Annual Meeting:

The annual meeting of the Custodians of Holocracy shall be held in November at which time there shall be selected the Custodians of Holocracy and the Officers of the corporation.

Special Meetings:

Special meetings of the Custodians of Holocracy may be called at any time by the President, or by the Secretary at the direction of the President, or by vote of the Custodians of Holocracy, or by Petition for that purpose signed by a majority of the Custodians of Holocracy. It shall be the duty of the President or Secretary to call such meeting whenever a Petition for that purpose is presented.

Place of Meetings:

All meetings of the Custodians, both annual and special, and meeting of committees of the Board, shall be held at the time and place designated in the Notice of the meeting.

Quorum:

One quarter (25%) of the members of the Custodians present in person, or by conference telephone, shall constitute a quorum at any meeting of the Custodians of Holocracy. Any Custodian, or committee member, may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear or otherwise communicate with each other, and participation in such meeting shall constitute presence in person by any such Custodian, or committee member, at such meeting.

Article VI: Members

Eligibility

1. There shall be one class of membership in REM. Each member derives membership from his or her status as an individual interested in improving the quality of life in Mid-Maine.
2. All persons who pay a penny membership fee (a penny for your thoughts) and can provide his or her name and way to be contacted is eligible to join. Membership is for a lifetime. Withdrawal of membership requires that the member contact REM's office and ask that his or her membership be removed.

Rights and Responsibilities

All members of REM are entitled to all the rights and privileges of REM, which shall include but are not limited to the following:

1. The right to vote, when necessary, on any committee or team on which the member serves.
2. The right to assemble peaceably in the office(s) of REM and to petition the established channels for redress of grievances.
3. The right to hold office if duly elected, or to serve on any committee regardless of age, sex, race, nationality or employment status.
4. The right to attend Custodians of Holocracy meetings and all other meetings conducted by REM, except those convened under executive session, as specified in these By-Laws. REM meetings are held at times and in places convenient to its constituency. All meetings are public unless specified in the By-Laws. REM will give public notice of the date, time and location of all REM meetings in the "REM Record", in the REM Calendar in the Community Center and in local newspapers.
5. The right to receive and share REM information and to have access, at reasonable times, to REM's files.

No member, employee, or nonmember may use REM's membership list for other than REM's official business without the prior approval of the Custodians of Holocracy.

Addendum 1: Mid-Maine Strategic Vision for the Year 2020

Addendum 2: Divisions

Divisions

REM operations will be divided among three divisions: the Operational Division, Custodial Division, and Program Development Division.

Operational Division

The Operational Division is to be comprised of Committees and Teams whose purpose is to facilitate the convening of community. The two Committees which make up this Division are the Communications Committee and the Convening Committee. The two committees are made up of the leaders of their Teams and Squads.

Communication Committee

Mission Statement:

The Communication Committee makes public to the region, state, nation and beyond all the ways in which REM convenes community. It provides forums for presenting the plans, possibilities and actions revolving around community building activities.

General Leadership:

The Communication Committee will be made up of the Team Leaders from all Teams under the Communication Committee.

Communication Committee Chair Person:

1. The constituents of the Communication Committee shall submit nominations for this position to the Custodians of REM, who in turn, submit their own nominations to the President of REM.
2. The President of the Custodians of Holocracy appoints the Chair of the Communication Committee from these nominations.
3. Upon the departure of the President of REM, the Chair of the Communication Committee terminates his/her service and the new President begins the process again. He/she is then eligible for renomination.
4. The Chair of the Communications Committee is automatically a member of the Board of Custodians of Holocracy as well as a member of the REC (REM Executive Committee).
5. The Chair presides at all Communications Committee meetings.

General Process:

The Chair of the Communications committee and President of the Custodians of REM may appoint volunteers to leadership positions on this Committee.

Teams:

• REM Web Team - Maintains REM's databases and manages communication processes between REM members.
• REM Recorders - Report the activities of the other teams in the REM Record.
• REM News Team - Produce the REM Record
• Get the Word Out Team - Express REM ideas, and information in written form and get that information out to the public utilizing all media possibilities.
• REM Forum Team - REM Forums are REM's vocal communication tools; both giving and receiving information to and from the community re: issues of concern to REM citizens. The Forum Team presents these forums including planning the agenda and coordinating all other REM teams needed to assist in the production and presentation of a REM forum. The REM Forum Team is made up of the Forum Team Coordinator and the Captains of the following four squads:

The REM Forum

The values and privileges of the Constitution are embodied in The REM Forum. REM citizens gather regularly at the Forum to discuss issues important to and arising from their shared human condition. The Forum serves as an opportunity for different segments of the community to get to know each other. Individuals share their unique "piece of the puzzle". In this process, people build trust in each other. By building trust, they are empowered to work toward a common vision.

Concerns and ideas expressed at a special REM Forum called a "Community Catalyst" become a primary source and determinant of future action by the various Divisions of REM. The course of REM is set at the Community Catalyst. The Community Catalyst is a tool used to motivate and bring the community into alignment. Participants in this forum emerge focused on a common vision; a vision they have created together as part of the process. The Program Teams born out of this process and the prioritized order of these Teams as established by the group, remain until the next Community Catalyst.

The individual initiatives listed during the Community Catalyst under each Program Team Objective are intended as a starting point for the work of the team members. The subsequent work of each Team should consider each of these prioritized items, but is not limited to them. They are meant to help focus the work of the Program Teams, to act as a catalyst for new ideas. The Program Team participants are empowered to develop program plans for their teams always keeping as a goal and a focus their groups effect upon the accomplishment of the number one Team's objective. The communities [sic] primary objective is to remove that top bottleneck by focusing the communities [sic] resources on this goal. Each Team is expected to gather information, evaluate, and gather resources from around the world pertinent to their objective.

The Forum is a medium for the REM members to present reports on the progress of the various Program Teams. Valuable community feedback is gained at REM Forum. Accountability to the community for the activities REM undertakes is established in this process. The REM Forum is a meeting place for all community organizations who have news to report to the community. The leader of the Forum can set time limits so as insure that as many people as possible may participate. Persons who would like to discuss a specific community issue should notify REM of that intention in order that REM be able to inform the public that this item will be discussed so that interested parties will have an opportunity to attend.

The Forum is structured so as to make the participating citizens comfortable. The REM Hosts and Hostesses welcome Forum participants, provide a sign-up sheet for attendees, and report to the keepers of the REM Web any data which must be added to the REM database.

The media is always invited. When a topic of community interest is on the agenda, special effort are [sic] made to publicize the event.

REM Forum is a communication of community. Technology was at REM's inception seen as pivotal to providing a portal to the future. For this reason, every available technological tool is used to enhance communication.

REM Forum will be open to anyone who would like to participate. The purpose of this Forum is to provide an opportunity for the community to express anything of concern to them and for REM to respond to that concern in a helpful manner. It is also an opportunity for REM to present its needs and to enjoin the community in REM efforts. The REM Forum Squad is the team of people who plan the agendas for REM Forum and arrange for all persons and equipment necessary to carry through that agenda.

Focus Forums will be held as occasions arise and will focus on one particular topic or community issue. Using processes learned in the Community Catalyst REM will lead the community to gather information, make decisions and implement an action plan relative to that issue. The Focus Forum Squad is the team of people who plan the agenda for Focus Forums and arrange for all persons and equipment necessary to carry through that agenda.

• Community Catalyst Team - A Team of REM members who plan and present a special REM Forum called a Community Catalyst. This Forum is held when REM leaders determine that it is time for a rejuvenation of REM's Strategic Vision and Program Team objectives. This team includes a group of Facilitators and Technographers who present the Community Catalyst and are trained by the Team Builders Team.
• Team Builders Team - A group of people dedicated to helping develop group processes and dynamics conducive to balancing cooperative efforts with high levels of productivity. Members of this team are primarily professionals who will donate their time to help Teams and Squads to learn to work well together and utilize community building tools available from all over the world.

Convening Committee

General Purpose:

To organize or help organize and convene REM events.

General Leadership:

This committee is made up of the Leaders of all Teams under the Convening Committee. The Coordinator of the Convening Committee shall be a member of REM's Board of Directory. The Coordinator is in charge of all activities of this committee.

Teams:

• Technical Team - Team of people expert in technologies associated with holding public forums or meetings. This will include sound, lighting, graphic computer presentations and construction of stage furniture and equipment.
• Medical and Safety Team - Team of people who have expertise and credentials necessary to provide the public with a safe environment to meet as well as assistance with medical needs which may arise.
• Hospitality Team - This Team is comprised of three other teams and the Captain acts as the coordinator of all activities of that team. When a regular REM event is called which requires some creature comforts, this Captain is often the primary coordinator.
• Decorating Team - The team of decorators who will prepare the physical environment for all REM events.
• Cleaning Team - The people who will clean before and after any REM event needing that work.
• Food Team - The people who will plan, prepare food and serve the food for all REM events.
• Logistics Team - The people who will plan and facilitate the movement of people through all REM events.
• Construction Team - Builds anything that needs to be built in order for an event to be held.
• Registration and Lodging Team - This team handles registration of participants for REM events. This includes providing name tags for participants and getting their names and addresses for the REM database. Occasionally, this team arranges for homes for guests to stay and for transportation by the Transport Team when needed.
• Transport Team - Moves things and occasionally people to REM events.
• Hosts & Hostesses Team - Provides greeters for REM events. Greeters circulate and strive to help people connect by introducing people to one another and encouraging communication among people. These people are well informed about REM and the event and provide much needed information in a gracious manner.

Custodial Division

1. As REM's mission is to reach out and convene community, the Custodial Division's job is to take care of REM and make sure that it remains a viable and vibrant organization capable of helping the community reach goals which support its vision.
2. The following is a brief description of the structure of the Custodial Division

REM Custodians of Holocracy

General Purpose: (See Article III)

General Leadership: (See Article IV)

Teams:

• Constitution & By-Laws Team - A group of people who understanding the values and philosophy of REM, translate that into a legal document called REM's By-Laws which allows REM members to walk their talk.
• Policies & Processes team - A group of people who compile the policies and processes while give REM the structural and process support that allows people to work together smoothly. Input of the groups involved is a primary objective of this group.
• REM Executive Committee (REC) - A group of people who represent the Board of Custodians in handling the everyday issues that come up and make the on-the-spot decisions what must be made. Seeds (ideas) are accepted and acted upon or rejected (grown or blown) as this group judges to be appropriate. Their job is to direct people and activities to the appropriate paths. Members of this group include the Captain of the Communications Team, the Point Person for Team 1, the Vice President of REM and the President of REM plus one person who is chosen by the President to fit the issues being discussed.
• Office Staff - Volunteers and paid staff who work in the office of REM.
• REM Home Team -
• Financial Development Committee - A Finance Team in charge of collecting, monitoring and distributing funds for REM including preparation of all financial statements, tax returns and inter-REM reports, including the REM Budget.
• Fundraising Team - A group of people who raise money to help finance REM activities in a manner which provides an opportunity for people to come together to: (a) make connections with each other (build community); (2) learn about REM and their community; (3) have fun and (4) experience the pride that comes from having accepted fiscal responsibility for determining their quality of life.
• Foundation Team - Fund REM projects by identifying coordinating and implementing grants.
• Governmental Guardians - A team of REMers who cultivate relationships with governmental officials in order to learn the availability of government resources to REM and inform officials as to the specific needs and plans of this community.
• Community Fund Team - Develop every citizen participation in a Community Fund to finance REM operations.
• Business Development Team - Develop sound businesses to fund REM operations.

Program Development Division

The Program Development Division is where visions are transformed into concrete plans and then into realities.

The following is a description of the structural and organizational components of the Program Development Division:

Program Development Committee

General Purpose:

To develop action plans for the specific objectives defined at the Community Catalyst in fulfillment of the vision of the people of this community as enumerated in the "Mid-Maine Regional Strategic Vision for 2020."

General Leadership:

The Point Person of the number one objective shall be the Coordinator of this committee. The committee shall consist of all Point Persons and their assistants.

General Process:

The Program Development Teams shall work toward making their objectives realities. This committee will work together to plan agendas and processes learning tools presented to them by the Team Builders Team.

Teams:

• Team 1 - Develop a Vibrant Economy Team
• Team 2 - Excel in Education Team
• Team 3 - Protect Human Potential Team
• Team 4 - Promote the Arts and Entertainment Team
• Team 5 - Beautify the Environment Team
• Team 6 - Empower Young People Team
• Team 7 - Build Community Team
• Team 8 - Expand Fitness and Recreation Team

Amendments

These By-Laws may be amended, adopted or repealed by a vote of the Custodians of Holocracy at any meeting provided Notice thereof is given in the call and Notice of the meeting.