The powers, authority and responsibility for the conduct and management of REM are vested in the Board of Directors, hereafter refered to as 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;
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 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.