1.1 Name 

The name of the Corporation is Celestial Point Inc. 

1.2 Principal Office 

The principal office will be located at 4030 Wake Forest Road, Suite #349, Raleigh, NC 27609, or at another location determined by the Board. 

1.3 Registered Agent and Office 

The Corporation’s registered agent and registered office in North Carolina will be as stated in the Corporation’s filings with the State, as amended from time to time. As of the Effective Date, the registered agent and registered office are: Registered Agent: North Carolina Registered Agent; Registered Office: 4030 Wake Forest Road, Suite #349, Raleigh, NC 27609. 

2.1 Purposes (General) 

The Corporation is organized and will be operated exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (the “Code”), including to solve critical public challenges using science and evidence‑based practice and to reduce the burden of governments and communities by delivering public‑benefit services and community‑centered infrastructure. The Corporation’s mission is to partner with local communities globally, in compliance with applicable United States and foreign laws governing charitable activities, to pioneer multigenerational solutions that restore life systems, promote Indigenous resurgence and cultural survivance, and advance regenerative societies, economies, and environments. 

Without limiting the generality of the foregoing, the Corporation’s purposes include: 

(a) to acquire, steward, hold, and convey interests in real property to promote permanently affordable housing, community wealth‑building, climate resilience, and equitable community development; 

(b) to operate as a community land trust (a “CLT”), including holding land and related interests for the long‑term benefit of the community and ensuring permanent affordability through long‑term ground leases and resale restrictions; 

(c) to conserve land and natural resources through conservation easements and other property interests consistent with Section 170(h) of the Code and applicable state conservation easement law; 

(d) to support community‑based enterprise, training, and “foundry” or incubator activities aligned with the Corporation’s charitable purposes, including place‑based workforce development and community‑serving facilities; and 

(e) to develop, pilot, and steward integrated “mega eco‑districts” (including large‑scale community‑benefit industrial and infrastructure projects) as living laboratories demonstrating replicable public‑benefit models for global regenerative development, delivered through community governance, rights‑based conservation and human‑rights‑aligned practices, community land trusts and shared‑equity tools where appropriate, conservation easements and related stewardship mechanisms where appropriate, workforce development pathways, and integrated public health and well‑being services. 

2.2 Limitations 

The Corporation will not: 

(a) engage in any act of self‑dealing prohibited under Section 4941 of the Code (if applicable); 

(b) allow any part of its net earnings to inure to the benefit of, or be distributable to, its directors, officers, members, or other private persons, except that the Corporation may pay reasonable compensation for services rendered and make payments and distributions in furtherance of its purposes; 

(c) carry on propaganda or otherwise attempt to influence legislation, except as permitted by Section 501(h) of the Code (if the Corporation makes such election) or otherwise permitted by law; or 

(d) participate in (or intervene in) any political campaign on behalf of (or in opposition to) any candidate for public office. 

2.3 Dissolution 

Upon dissolution of the Corporation, after paying or adequately providing for its liabilities, the remaining assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Code to one or more organizations that qualify as exempt organizations under Section 501(c)(3), with a preference for organizations engaged in community land trust and/or conservation land stewardship purposes, as determined by the Board of Directors and approved by a court of competent jurisdiction if required. 

3.1 Membership Philosophy; Community, Kinship, and Relational Responsibility 

The Corporation is a membership‑based organization intended to embody a family‑run ethic and an integrated Indigenous worldview of relational responsibility, commonly expressed as “All My Relations.” Membership reflects a reciprocal relationship between people, land, and future generations. 

The membership structure is designed to: 

(a) enhance public accessibility to leadership, transparency, and accountability; 

(b) formally include the voices, representation, and lived authority of communities directly affected by conservation, land‑use restriction, climate displacement, ecological restoration, and environmental governance, including Indigenous Peoples, traditional land stewards, and conservation‑displaced persons; and 

(c) support a rights‑based conservation framework that prioritizes self‑determination, cultural continuity, tenure security, and equitable benefit‑sharing, ensuring that ecological protection and restoration efforts do not result in dispossession, marginalization, or forced exclusion. 

Membership is understood not as a benefit of charity, but as recognition of relational standing, custodianship, and shared responsibility within a living social‑ecological system consistent with the Corporation’s charitable purposes. 

Membership is not conditioned on economic status and does not presume deficiency or dependency, but instead reflects participation by those whose rights, livelihoods, cultural survival, or governance authority are materially affected by conservation and regenerative development activities. 

Membership is further intended to ensure that the Corporation’s charitable purposes set forth in Article 2—particularly those related to community land stewardship, rights‑based conservation, global regenerative development, and the reduction of governmental burden—are advanced through participatory, community‑centered governance. 

Membership participation may include involvement in participatory research, community‑engaged inquiry, and governance co‑production activities conducted by or in partnership with the Corporation. All such activities shall be designed and conducted in accordance with applicable ethical standards, including principles of informed consent, respect for persons, community dignity, and the protection of human subjects, consistent with recognized Institutional Review Board (IRB) or equivalent ethical review frameworks, whether formal or community‑based. 

3.2 Classes of Membership 

Membership in the Corporation shall reflect differing forms of relational standing, responsibility, and participation, rather than financial contribution or social status. The Corporation may recognize one or more classes of Members, as determined by the Board of Directors, including but not limited to the following: 

(a) Community & Rights‑Holder Members 

Community & Rights‑Holder Members include individuals and communities whose rights, livelihoods, cultural survival, governance authority, or land‑based relationships are directly affected by conservation, climate response, land‑use regulation, ecological restoration, or regenerative development activities associated with the Corporation. 

This class includes, but is not limited to: 

Indigenous Peoples and Traditional Land Stewards 

Conservation‑displaced persons and communities 

Communities residing within or adjacent to protected, restored, or regulated landscapes 

Community & Rights‑Holder Members are recognized as rights‑holders and co‑governance participants, not beneficiaries of aid, and their inclusion reflects principles of Free, Prior, and Informed Consent (FPIC), participatory governance, and rights‑based conservation. 

(b) Kinship & Family Members 

Kinship & Family Members reflect the Corporation’s Indigenous and relational understanding of family, extending beyond nuclear or legal definitions to include caregivers, elders, intergenerational leaders, and relational contributors within the Corporation’s social ecosystem. 

This class supports: 

Intergenerational continuity 

Shared caregiving and stewardship responsibilities 

Cultural transmission and relational accountability 

Kinship & Family Members may include individuals with lived experience in caregiving, community leadership, or systems navigation relevant to the Corporation’s mission. 

(c) Steward & Practitioner Members 

Steward & Practitioner Members include individuals who contribute professional, technical, scientific, cultural, or operational expertise to advance the Corporation’s mission, including but not limited to: 

Environmental and ecological practitioners 

Researchers and technical experts 

Policy, governance, and systems professionals 

Program leaders and workforce participants 

This class reflects the Mission Model Canvas principle that those who build, maintain, and steward systems are integral components of the mission’s living architecture. 

(d) Affiliate & Supporting Members 

Affiliate Members may include institutional partners, collaborators, or supporters whose values align with the Corporation’s purposes and who support its mission without exercising governance authority reserved for rights‑holders and members with lived accountability. 

3.3 Member Rights and Responsibilities 

All Members, regardless of class, are expected to uphold the Corporation’s values of relational accountability, ethical conduct, and respect for land, people, and future generations. 

Subject to policies adopted by the Board of Directors: 

Members may participate in assemblies, consultations, and governance‑adjacent processes appropriate to their membership class. 

Voting rights, advisory authority, or representational roles may vary by class and shall be clearly delineated by Board‑adopted policy to ensure compliance with law and mission integrity. 

No Member shall hold authority or influence in a manner that undermines rights‑based conservation principles, Indigenous sovereignty, or participatory governance norms. 

Membership does not confer ownership interest in the Corporation or its assets. 

3.4 Admission, Recognition, and Removal of Members 

The Board of Directors shall establish transparent, culturally appropriate, and rights‑respecting procedures for: 

Admission or recognition of Members 

Documentation of membership status 

Suspension or removal of membership for cause 

Grounds for removal may include, but are not limited to: 

Willful misconduct 

Violation of these bylaws or adopted policies 

Actions materially inconsistent with the Corporation’s mission or rights‑based conservation framework 

Any removal process shall honor principles of due process, relational accountability, and restorative resolution, where appropriate. 

3.5 Membership and Governance Interface 

Membership in the Corporation is designed to inform and shape governance, not merely observe it. 

Accordingly: 

The Board of Directors shall maintain mechanisms for structured input, consultation, and accountability between Members and governing bodies. 

Community & Rights‑Holder Members shall have defined pathways to influence decisions that materially affect land, livelihoods, cultural heritage, or ecological systems associated with the Corporation’s work. 

The Corporation may convene assemblies, councils, or advisory bodies—such as a Family Assembly or Stewardship Council—to support participatory governance consistent with its mission. 

Member participation may occur across multiple jurisdictions and governance contexts, subject to applicable local, national, and international laws, and consistent with the Corporation’s charitable purposes and fiduciary obligations. 

The Corporation may utilize structured participatory mechanisms, including Community Governance Co‑Laboratories, to support ethical co‑production of research, policy insight, and governance practice, provided such mechanisms operate within the fiduciary authority of the Board and in compliance with applicable ethical and legal standards. 

3.6 Non‑Discrimination and Economic Neutrality 

Membership in the Corporation shall not be denied on the basis of economic status, race, ethnicity, nationality, gender, religion, or political affiliation. 

The Corporation expressly affirms that membership is grounded in relationship, responsibility, and rights—not charity, dependency, or financial contribution. 

4.1 Authority and Duties 

The Board of Directors (the “Board”) is the governing body of the Corporation and shall manage, direct, and exercise fiduciary oversight over the affairs, property, and activities of the Corporation in furtherance of the charitable purposes set forth in Article 2. The Board shall act in good faith, with due care, and in the best interests of the Corporation and its public‑benefit mission, including its commitments to community‑centered governance, rights‑based conservation, and long‑term stewardship. 

The Corporation operates as a working board, and accordingly, one or more directors may also perform operational, advisory, technical, or programmatic functions on behalf of the Corporation, subject to the limitations and safeguards set forth in this Article. 

4.2 Minimum Size 

The Board shall consist of not fewer than fifteen (15) directors. The Board may establish a higher number by resolution, subject to applicable law and the Articles of Incorporation. 

4.3 Selection (Talent Sourcing and Selection) 

Directors shall be selected through a formal talent sourcing and selection process overseen by one or more directors or a committee designated by the Board. Selection processes shall be structured to ensure that the Board, collectively, reflects competencies, lived experience, and relational accountability relevant to the Corporation’s charitable purposes, including community stewardship, land governance, conservation, public health, workforce development, and ethical leadership. 

In recognition of the Corporation’s working‑board model, directors may be selected based in part on their capacity to contribute fractional operational or subject‑matter roles in addition to fiduciary governance responsibilities. 

4.4 Term; Term Limits 

Each director shall serve a term of five (5) years and may serve no more than two (2) consecutive terms, unless otherwise required by law or temporarily extended by the Board to preserve quorum or continuity during extraordinary circumstances. 

4.5 Optional Break in Service 

After serving two consecutive terms, a director may—but is not required to—take a one‑year break in service if approved by the Board and, if applicable, the Members. 

4.6 Written Appointment; Effectiveness 

All director appointments shall be documented in writing and shall become effective upon approval by the Board at a meeting with a quorum present, or, if applicable, upon member election and acceptance. 

4.7 Resignation 

A director may resign at any time by providing written notice to the Board or the Secretary. A resignation shall take effect at the time specified in the notice or, if no time is specified, upon receipt. 

4.8 Removal; Misconduct; Attendance 

(a) Attendance. A director who misses four (4) regularly scheduled Board meetings within any twelve‑month period may be removed from the Board unless the Board, by majority vote of disinterested directors, determines that extenuating circumstances exist. 

(b) Alternate Participation. The Board may approve alternate participation plans or schedules to accommodate geographic, professional, cultural, or accessibility considerations, provided fiduciary duties are met. 

(c) Removal for Cause. A director may be removed for cause by majority vote of the Board at a meeting with a quorum present, or by a higher vote if required by law or the Articles of Incorporation. Cause includes, but is not limited to, willful misconduct; material violation of these bylaws or adopted policies; breach of fiduciary duty; misuse of confidential information; fraud or dishonesty; or conduct materially harmful to the Corporation or inconsistent with its charitable purposes. 

(d) Fair Process. Any director subject to removal shall be given written notice of the proposed action and a reasonable opportunity to be heard. The affected director shall not vote on the matter. 

4.9 Vacancies 

Any vacancy on the Board may be filled by the affirmative vote of the Board, unless member approval is required by these bylaws, the Articles of Incorporation, or applicable law. A director elected to fill a vacancy shall serve for the remainder of the unexpired term. 

4.10 Compensation; Fractional Service Roles 

Directors shall not receive compensation for service solely in their capacity as directors. However, consistent with the Corporation’s working‑board structure, a director may receive reasonable compensation for separate, clearly defined, and documented operational, professional, or technical services provided to the Corporation, provided that: 

(a) such services are bona fide and necessary to the Corporation’s charitable purposes; 

(b) compensation is reasonable, at fair‑market value, and supported by contemporaneous documentation; 

(c) the material terms are approved in advance by disinterested directors; 

(d) the director recuses themselves from any deliberation or vote relating to their service or compensation; and 

(e) all such arrangements comply with applicable conflict‑of‑interest policies and federal and state law. 

Directors may also be reimbursed for reasonable expenses incurred in the performance of their Board or operational duties in accordance with policies adopted by the Board. 

4.11 Distinction Between Fiduciary and Operational Roles 

A director serving in a fractional operational, advisory, or technical capacity does so in addition to, and not in substitution for, their fiduciary duties as a director. The scope of any operational role, reporting relationships, and authority shall be specified in writing and shall not limit the authority or responsibility of the Board as a whole. 

The Board shall maintain written policies to ensure that fiduciary governance, accountability, and oversight are not compromised by the working‑board structure. 

5.1 Types of Meetings 

The Board of Directors may hold regular, special, and annual meetings as necessary to discharge its fiduciary and governance responsibilities in furtherance of the Corporation’s charitable purposes. 

5.2 Governing Procedures 

Meetings of the Board and its committees shall be conducted pursuant to governance procedures adopted by the Board. The Corporation does not adopt Robert’s Rules of Order. Board‑adopted procedures shall support deliberative, transparent, and evidence‑informed decision‑making consistent with the Corporation’s working‑board model, community‑centered governance commitments, and ethical standards. 

5.3 Resolution‑Based Decision‑Making Framework 

The Board employs a resolution‑based decision‑making framework under which material actions are considered and adopted through written resolutions supported by appropriate background information. 

The Board shall maintain, by policy or procedure, a standardized meeting file system to support this framework, including the preparation, circulation, and archival of proposed resolutions and related materials. The specific structure, content requirements, timelines, and technical specifications of such systems shall be established and updated by Board‑adopted procedures and need not be set forth in these bylaws. 

5.4 Notice of Meetings 

Notice of meetings shall be given in accordance with applicable law and Board‑adopted procedures. Such notice shall include sufficient information to allow directors to participate meaningfully, including access to proposed resolutions and supporting materials. 

5.5 Agendas and Pre‑Meeting Engagement 

An agenda shall be prepared for each meeting and distributed in advance in accordance with Board‑adopted procedures. Directors may submit questions or comments relating to proposed actions prior to meetings as part of the Corporation’s deliberative governance practices. 

5.6 Facilitation 

Meetings shall be facilitated by the Chair, Co‑Chairs, or another individual designated by the Board. Facilitation practices shall promote inclusive participation, clarity of decision‑making, and fulfillment of fiduciary duties. 

5.7 Quorum and Voting 

A majority of directors then in office shall constitute a quorum for the transaction of business. Except as otherwise required by law, the Articles of Incorporation, or these bylaws, actions of the Board shall require the affirmative vote of a majority of directors present at a meeting at which a quorum is present. 

5.8 Remote Participation 

Directors may participate in meetings by means of remote communication, provided that all participating directors can hear one another simultaneously or otherwise participate in real time as permitted by law. 

5.9 Action Without a Meeting 

Any action required or permitted to be taken by the Board may be taken without a meeting by unanimous written consent of the directors, in accordance with applicable law. 

5.10 Minutes and Records 

Minutes of Board meetings and final adopted resolutions shall be prepared and maintained as part of the Corporation’s official records in accordance with recordkeeping policies adopted by the Board. 

5.11 Executive Sessions 

The Board may convene executive sessions to consider confidential, privileged, or sensitive matters, including but not limited to personnel, legal, compliance, security, or negotiation issues. 

5.12 Emergency or Time‑Sensitive Actions 

In circumstances requiring prompt action, the Board may authorize interim or emergency decisions through electronic means or other procedures permitted by law. Any such actions shall be documented and ratified by the Board as appropriate. 

5.13 Community Governance Co‑Laboratories 

In furtherance of the Corporation’s charitable purposes and its commitments to participatory research, rights‑based conservation, ethical knowledge co‑production, and community‑centered governance, the Board may authorize the establishment of Community Governance Co‑Laboratories (“Co‑Labs”). 

Co‑Labs are structured, standing mechanisms for the ethical co‑production of knowledge, insight, and governance practice with Members, rights‑holders, practitioners, and affected communities. Co‑Labs may inform research design, program and infrastructure development, evaluation, and governance learning, and shall operate in accordance with ethical standards consistent with recognized Institutional Review Board (IRB) or equivalent community‑based ethical review frameworks, as applicable. 

Co‑Labs are consultative and generative in nature and do not supplant the fiduciary authority of the Board of Directors. The structure, scope, and ethical standards applicable to Co‑Labs shall be established and maintained through Board‑adopted policy. 

6.1 Officers 

The officers of the Corporation shall include a President (who may also serve as Chair or Co‑Chair of the Board), a Secretary, a Treasurer, and such other officers or assistant officers as the Board of Directors may appoint from time to time as necessary to carry out the Corporation’s charitable purposes. 

The same individual may hold more than one office, except where prohibited by law or these bylaws. 

6.2 Authority and Function 

Officers are responsible for supporting the governance, administration, and effective operation of the Corporation under the direction and oversight of the Board of Directors. Officers shall perform the duties assigned to them by these bylaws, by Board resolution, or by Board‑adopted policy, consistent with the Corporation’s charitable purposes, fiduciary obligations, and ethical commitments. 

In recognition of the Corporation’s working‑board structure, one or more officers may also serve in fractional operational, technical, or advisory capacities, provided that such roles are clearly defined, appropriately supervised, and consistent with the safeguards set forth in Article 4 regarding fiduciary integrity and conflicts of interest. 

6.3 Selection and Term 

Officers shall be selected through a talent sourcing and selection process and elected by the Board of Directors. 

Each officer shall serve a term of five (5) years, consistent with the term of directors set forth in Article 4, and may serve no more than two (2) consecutive terms in the same office unless otherwise approved by the Board to preserve continuity during extraordinary circumstances. 

Officer terms are intended to align with the Corporation’s long‑term strategic planning horizons, which may span five (5) to ten (10) years. 

Election or re‑election to an officer position does not create any contractual right to continued service in any operational or fractional role. 

6.4 Removal and Resignation 

Any officer may be removed, with or without cause, by the affirmative vote of the Board of Directors whenever the Board determines that such removal is in the best interest of the Corporation, subject to applicable law and any written agreements. 

An officer may resign at any time by providing written notice to the Board or the Secretary. Such resignation shall take effect at the time specified in the notice, or if none is specified, upon receipt. 

6.5 Compensation 

Officers shall not receive compensation solely for service in their capacity as officers, unless approved by the Board in accordance with applicable law. An officer may receive reasonable compensation for separate and clearly defined operational, professional, or technical services rendered to the Corporation, provided that: 

the services are bona fide and necessary to the Corporation’s charitable purposes; 

compensation is reasonable and at fair‑market value; 

the arrangement is approved in advance by disinterested directors; and 

the officer complies with all applicable conflict‑of‑interest policies and recusal requirements. 

Reimbursement of reasonable expenses incurred in the performance of officer duties may be provided pursuant to Board‑adopted policy. 

6.6 Fiduciary Alignment and Ethical Obligations 

All officers owe duties of care, loyalty, and obedience to the Corporation and shall act in good faith and in a manner they reasonably believe to be in the best interests of the Corporation and its public‑benefit mission. 

Officers involved in research, participatory governance, or Community Governance Co‑Laboratories shall ensure that their actions support ethical conduct, informed consent, respect for persons and communities, and compliance with applicable legal and ethical standards. 

7.1 Establishment and Purpose 

The Board of Directors may establish standing or ad hoc committees as it deems necessary or advisable to support the effective governance, stewardship, and execution of the Corporation’s charitable purposes. 

Committees extend the capacity of the Board by providing focused governance oversight, strategic execution support, and operational stewardship in areas requiring sustained attention, responsibility, and subject‑matter expertise. 

Committees are integral components of the Corporation’s working‑board model and operate intentionally, transparently, and in direct service to the mission. 

7.2 Authority and Accountability 

All committees are established by and operate under the authority of the Board of Directors and remain accountable to the full Board. 

Except as otherwise expressly authorized by Board resolution, no committee shall exercise the powers of the Board. Final authority for fiduciary responsibility, ethical accountability, and organizational direction remains with the Board of Directors. 

All committee actions shall be documented and reported to the Board in accordance with Board‑adopted procedures. 

7.3 Working‑Board Operating Model 

Within the Corporation’s working‑board structure: 

Directors and committee members may serve in dual governance and operational capacities; 

Committee participation may include strategic leadership, programmatic and operational execution, and systems design, implementation, and evaluation; 

Authority, scope, and responsibility shall be defined by role, mandate, and context; and 

Operational participation does not diminish fiduciary, ethical, or duty‑of‑care obligations owed to the Corporation. 

This model reflects the Corporation’s founder‑led structure, mission intensity, and commitment to equity‑based, trust‑centered stewardship. 

7.4 Committee Membership, Chairs, and Terms 

Committee members and committee chairs shall be appointed by the Board and may include directors and, where appropriate, non‑director participants serving in advisory or operational capacities, subject to Board‑adopted policy. 

Committees shall operate pursuant to written charters approved by the Board, which may define scope, responsibilities, decision‑making parameters, ethical safeguards, and reporting requirements. 

7.5 Standing Committees 

The Board may establish standing committees, which may include, but are not limited to, the following: 

(a) Executive Committee 

The Executive Committee supports governance continuity and operational responsiveness between meetings of the full Board. 

Its responsibilities may include Board leadership coordination, time‑sensitive decision‑making within delegated authority, and executive‑level operational support as needed. All actions taken by the Executive Committee shall be documented and reviewed by the full Board. 

(b) Finance and Fundraising Committee 

The Finance and Fundraising Committee supports financial stewardship and hands‑on resource development, including financial oversight, fundraising strategy and execution, and alignment between financial activity and governance readiness. 

Committee members may actively participate in fundraising initiatives, grant development, and donor engagement consistent with Board‑approved strategy. 

(c) Nomination and Governance Committee 

The Nomination and Governance Committee ensures the composition, effectiveness, and sustainability of the Board, including its functioning as a working board. 

Responsibilities may include board recruitment and succession planning, role clarity between governance and execution, and assessment of Board capacity, workload, and alignment in service of public trust. 

(d) Ethics Committee 

The Ethics Committee serves as the Corporation’s ethical anchor, supporting integrity across governance, operations, partnerships, and programs. 

Responsibilities may include ethical standards of conduct, oversight of ethical risk, and guidance on conflicts of interest arising from dual governance‑operational roles, ensuring that execution strengthens—rather than compromises—ethical accountability. 

(e) Operational Integrity and Duty‑of‑Care Committee 

The Operational Integrity and Duty‑of‑Care Committee safeguards the physical, psychological, and organizational well‑being of those carrying out the mission. 

Responsibilities may include duty‑of‑care and human rights due diligence, operational safety and risk management, psychological safety and wellness, and oversight of policies and systems affecting personnel and participants. 

(f) Mission, Vision, and Values Committee 

The Mission, Vision, and Values Committee serves as the Corporation’s strategic conscience and alignment body. 

Responsibilities may include stewardship of mission, vision, and values; alignment between governance decisions and operational execution; and long‑range coherence across programs, strategy, and organizational culture. 

(g) Service Leadership Global Quality and Portfolio Management Committee 

This committee provides governance oversight and active stewardship of mission‑aligned initiatives, intellectual capital, and program portfolios. 

Responsibilities may include quality assurance, continuous improvement, portfolio‑level evaluation and learning, and oversight and operational support for complex initiatives and spin‑offs. 

(h) Pro Bono and Impact Litigation Committee 

The Pro Bono and Impact Litigation Committee governs and may participate in strategic legal advocacy and operational legal initiatives carried out in the public interest. 

Responsibilities may include oversight and execution of pro bono and impact litigation, alignment between legal strategy and mission outcomes, and safeguards related to legal ethics, risk, and public trust. 

7.6 Committees as Governance Infrastructure 

At Celestial Point Inc., committees are not symbolic. They function as governance infrastructure, enabling: 

protection of people before scale; 

stewardship of mission before opportunity; 

trust before capital; and 

integrity before growth. 

Committees exist to strengthen—not diffuse—the Board’s fiduciary, ethical, and strategic responsibilities. 

8.1 Authority 

The Corporation may create, own, control, and dissolve nonprofit and for‑profit entities (each, a “Subsidiary”) and may allocate ventures, programs, land uses, and zone‑based activities among such Subsidiaries as the Board of Directors determines appropriate to advance the Corporation’s charitable purposes. 

Subsidiaries may include, without limitation, local or regional community land trusts (CLTs), conservation entities, operating nonprofits, social enterprises, limited liability companies, and other structures permitted by law. 

8.2 Forms of Control; Presumption of Full Control 

Unless otherwise expressly approved by the Board of Directors, the Corporation shall maintain one hundred percent (100%) direct or indirect control of each Subsidiary in order to protect mission integrity, tax‑exempt status, core assets, and public trust. 

Forms of control may include, as applicable: 

(a) Nonprofit Subsidiaries. Control as sole statutory member and through reserved powers; 

(b) For‑Profit Subsidiaries. Control as sole shareholder, sole equity holder, or equivalent ownership interest, together with reserved powers; and 

(c) Other Entity Forms. Control through ownership of all membership interests, governance rights, or equivalent legal authority. 

8.3 Local Participatory Governance 

The Corporation may provide for local community members, including Indigenous communities and local nationals (“Local Citizens”), to serve on Subsidiary boards, councils, or advisory bodies, provided that: 

(a) all Subsidiary directors, managers, or trustees owe fiduciary duties to the Subsidiary and must act consistently with its purposes and the Corporation’s mission; 

(b) the Corporation retains reserved powers sufficient to protect its charitable purposes, tax‑exempt status, brand, intellectual property, and key assets; and 

(c) each Subsidiary complies with the conflict‑of‑interest, indemnification, and ethical accountability provisions set forth in these bylaws. 

8.3A Subsidiary Board Terms; Local Re‑Election 

Each director, manager, or trustee serving on a Subsidiary governing body (a “Subsidiary Director”) shall serve a term of five (5) years and may serve no more than two (2) consecutive terms. 

Re‑election for a second consecutive term shall require affirmative re‑election by Local Citizens of the applicable Project Service Area through a public confidence process following community candidacy and engagement, as defined in Section 8.3C and applicable Board‑approved procedures. 

8.3B Subsidiary Director Removal; Recall; Misconduct 

(a) Attendance. A Subsidiary Director who misses four (4) scheduled meetings within any twelve‑month period, or such other threshold established in a Board‑approved project charter, may be removed unless extenuating circumstances are found. 

(b) Local Citizen Recall. Local Citizens may initiate and conduct a recall vote pursuant to Board‑approved procedures. Voting allocations may be revised until a finalization deadline set forth in the applicable charter, after which results are final for that recall process. 

(c) Effectiveness. A successful recall shall remove the Subsidiary Director upon certification of results, subject to completion of required corporate formalities. 

(d) Reserved Removal for Cause. Without limiting local recall mechanisms, the Corporation may remove a Subsidiary Director for cause by majority vote of disinterested directors. 

(e) Fair Process. Any Subsidiary Director subject to removal shall be given written notice and a reasonable opportunity to be heard. 

8.3C Participatory Candidacy; Public Confidence Process 

Service as a Subsidiary Director or Local Executive Director is understood to be a public‑facing, trust‑based role within the applicable Project Service Area. 

Accordingly: 

(a) Community Candidacy and Campaigning. 

Individuals seeking appointment, re‑election, or continued service as Subsidiary Directors or Local Executive Directors may be required, pursuant to Board‑approved procedures, to publicly present qualifications, priorities, and stewardship commitments; participate in community dialogues, forums, or awareness‑building events; and engage Local Citizens for the purpose of earning and maintaining community confidence. 

Such activities constitute community governance engagement and mission accountability, not political campaigning, and do not create public office or governmental authority. 

(b) Public Confidence Voting and Recall Authority. 

Where authorized by Board‑approved charters, Local Citizens may participate in preliminary confidence votes, re‑election or reaffirmation processes, and recall elections as mechanisms of participatory accountability and legitimacy, subject at all times to the Corporation’s reserved powers and corporate governance requirements. 

(c) Parent Board Invitation and Appointment Authority. 

Notwithstanding any participatory candidacy, public confidence, or recall process, the Board of Directors of Celestial Point Inc. retains authority to invite individuals to stand as candidates; appoint Subsidiary Directors or Local Executive Directors directly; decline to seat or re‑seat candidates following a confidence process; and temporarily or permanently fill positions as required to protect mission continuity, legal compliance, fiduciary integrity, or public trust. 

Community processes inform—but do not bind—the ultimate fiduciary judgment of the Board. 

(d) Non‑Governmental Nature. 

All participatory candidacy, voting, and recall processes authorized under this Article are private, nonprofit governance mechanisms and shall not be interpreted as municipal, electoral, or governmental actions. 

8.4 Reserved Powers (Mission Protection) 

Without limiting other rights retained by the Corporation, the following Subsidiary actions shall require prior approval of the Board of Directors: 

(a) sale, transfer, mortgage, or other encumbrance of material real property interests, including CLT land or conservation interests; 

(b) grant, amendment, assignment, extinguishment, or material enforcement settlement of a conservation easement or any action materially affecting conservation values; 

(c) amendment of Subsidiary governing documents; 

(d) merger, dissolution, conversion, or material reorganization; 

(e) incurrence of indebtedness above thresholds established by Board policy; 

(f) related‑party transactions; and 

(g) material changes to affordability restrictions, resale formulas, stewardship policies, or land‑use protections. 

8.5 Charitable and Commercial Separation; Arm’s‑Length Dealings 

Transactions and arrangements between the Corporation and any Subsidiary shall be documented in writing and conducted on an arm’s‑length basis in furtherance of the Corporation’s charitable purposes and in compliance with applicable law. 

8.6 Intellectual Property and Knowledge Stewardship 

Subsidiaries may use the Corporation’s intellectual property, data, research outputs, and knowledge assets only pursuant to written license agreements, Board‑adopted policies, or other authorization designed to protect mission integrity, ethical standards, and public benefit. 

8.7 Local Executive Directors; Community Engagement; Board Final Authority 

For Subsidiaries operating within defined Project Service Areas, the Board may provide for community engagement in the selection, reaffirmation, or review of local executive leadership, including through awareness‑building events, participatory dialogues, or preliminary confidence voting by Local Citizens pursuant to Board‑approved procedures. 

Notwithstanding such participation, final authority to appoint or remove a Local Executive Director or equivalent senior officer is reserved to the Board of Directors. 

9.1 Purpose; Permanent Affordability 

The Corporation’s Community Land Trust (“CLT”) programs are established to advance long‑term public benefit, housing and land affordability, community stability, and equitable stewardship of land and resources. 

CLT activities are intended to preserve permanent affordability and community benefit through long‑term land tenure arrangements, including renewable long‑term ground leases, shared‑equity ownership tools, stewardship obligations, and resale restrictions. 

9.2 Ground Lease and Resale Policies 

The Board of Directors shall adopt, maintain, and periodically review standardized ground lease forms and resale formula policies applicable to CLT properties. Such policies shall be designed to balance individual security, community benefit, and long‑term affordability, and shall be implemented consistently across applicable projects, subject to local legal requirements. 

9.3 Fair Housing and Civil Rights Compliance 

The Corporation, its Subsidiaries, and CLT programs shall operate in full compliance with applicable fair housing, civil rights, and anti‑discrimination laws and regulations in all jurisdictions in which they operate. 

9.4 Community Accountability and Participation 

The Corporation shall maintain mechanisms for meaningful community participation in CLT planning, stewardship, and policy development, including through participatory governance processes, community engagement frameworks, and oversight structures authorized by the Board. 

Such mechanisms are intended to ensure transparency, accountability, and alignment between CLT stewardship and the needs, rights, and aspirations of affected communities. 

9.5 Stewardship as a Core Obligation 

Stewardship of CLT land and interests is a core fiduciary and ethical obligation of the Corporation. The Board shall ensure that CLT programs are administered in a manner that protects long‑term affordability, prevents speculation and displacement, and advances the Corporation’s charitable purposes. 

10.1 Rights‑Based Conservation; Indigenous Leadership; FPIC 

All conservation easement and land conservation activities of the Corporation and its Subsidiaries shall be governed by a rights‑based conservation framework. 

No conservation easement shall be initiated or established without documented Free, Prior, and Informed Consent (FPIC) of affected Indigenous communities or traditional land stewards, obtained through culturally appropriate engagement, good‑faith negotiation, and transparent disclosure. 

Where Indigenous Peoples or traditional land stewards are involved, conservation activities shall prioritize Indigenous leadership, local stewardship authority, and culturally rooted governance. 

10.2 Eligibility for Conservation Easements 

Conservation easements may be considered only for lands that meet one or more of the following criteria, as determined by the Board or pursuant to Board‑approved policy: 

(a) lands under customary or legal stewardship of Indigenous communities or traditional landholders; 

(b) lands containing significant ecological, biodiversity, or ecosystem‑service values; 

(c) lands containing cultural, spiritual, or heritage significance; and 

(d) lands threatened by development, extraction, displacement, or ecological degradation. 

10.3 Legal Framework and Structure 

The Corporation shall accept or hold a conservation easement only if the easement is legally valid and enforceable under applicable law. Each easement shall clearly define conserved interests, restrictions and permitted uses, enforcement rights, monitoring obligations, dispute‑resolution mechanisms, and remedies for non‑compliance. 

10.4 Qualified Holder; Co‑Holding Arrangements 

The Corporation shall hold a conservation easement only if it qualifies as a “qualified organization” under Section 170(h)(3) of the Internal Revenue Code and applicable law, or shall partner with one or more qualified co‑holders to ensure compliance with legal, tax, and stewardship requirements. 

10.5 Baseline Documentation and Management Planning 

Prior to acceptance of a conservation easement, the Corporation shall ensure completion and retention of baseline documentation sufficient to establish current conditions and conservation values. 

Each conservation easement shall be accompanied by a management and stewardship plan, co‑developed with affected communities and land stewards, and designed to support long‑term conservation outcomes and adaptive management. 

10.6 Monitoring and Stewardship Methods 

The Corporation shall monitor conservation easements at least annually, or more frequently as required by law or easement terms. Monitoring may incorporate community‑based stewardship approaches, Traditional Ecological Knowledge (TEK), scientific methodologies, and appropriate technological tools such as GIS, satellite imagery, or mobile data platforms. 

10.7 Enforcement and Adaptive Management 

The Corporation shall enforce conservation easements in accordance with their terms and applicable law, utilizing graduated enforcement measures where appropriate and consistent with community relationships. 

The Corporation may periodically review management strategies to support adaptive conservation management, provided that conservation purposes and legal protections are not diminished. 

10.8 Stewardship Funding 

The Board shall require that adequate stewardship funding be secured and maintained to support monitoring, enforcement, community engagement, and long‑term protection of conservation values associated with each conservation easement. 

10.9 Amendments and Extinguishment 

Conservation easements shall be amended or extinguished only in strict compliance with applicable law, including, where relevant, Treasury Regulations under Section 170(h) of the Internal Revenue Code, and only through processes that protect conservation values and public benefit, including judicial approval where required. 

10.10 Non‑Reduction Standard 

No policy, procedure, or action adopted by the Board may materially reduce or weaken the standards set forth in this Article—including FPIC requirements, Indigenous leadership roles, or monitoring and enforcement obligations—unless approved by at least two‑thirds (2/3) of the entire Board of Directors. 

11.1 Applicability 

This Article 11 applies to all directors, officers, the Executive Director, employees, volunteers, committee members, participants in Community Governance Co‑Laboratories, and key contractors or agents of the Corporation and its Subsidiaries (collectively, “Associated Persons”). 

By acceptance of office, employment, membership, contractual engagement, or participation, Associated Persons voluntarily assent to the ethical, fiduciary, and safeguarding obligations set forth in this Article as conditions of affiliation with the Corporation. 

11.2 Ethical Standard; Private Governance Regime 

Celestial Point Inc. operates under a private, values‑based governance and ethics regime designed to exceed minimum legal requirements and function as a frontline safeguard protecting people, communities, and the integrity of the Corporation’s mission. 

This Article establishes binding ethical, contractual, and organizational standards that govern conduct within the Corporation, its Subsidiaries, and affiliated initiatives. These standards do not constitute governmental law, but are enforceable as conditions of participation, membership, service, or engagement with the Corporation. 

11.3 Conflicts of Interest Defined 

A conflict of interest exists when an individual’s personal, financial, relational, or professional interests—or the interests of a close relative or affiliated entity—interfere, or reasonably appear to interfere, with the individual’s duties and responsibilities to the Corporation. 

11.4 Duty to Disclose; Annual Disclosure 

Associated Persons shall promptly disclose all actual or potential conflicts of interest in writing to the Secretary and to the compliance or ethics function designated by the Board. 

All Associated Persons shall complete an annual conflict‑of‑interest, ethics, and confidentiality disclosure in accordance with Board‑adopted policy. 

11.5 Recusal; Ethical Walls; Confidentiality 

The Corporation may require recusal, limitation of authority, reassignment of duties, or the implementation of information barriers (“ethical walls”), including firewalls limiting access to sensitive or privileged information, to protect impartiality, privacy, and ethical integrity. 

Associated Persons shall maintain strict confidentiality regarding non‑public information obtained through their role or participation, unless disclosure is authorized or legally required. 

11.6 Gifts and Hospitality 

Gifts, favors, or hospitality with an aggregate value exceeding seventy‑five dollars (USD $75.00), or such other threshold as established by Board‑adopted policy, must be disclosed and approved in advance. 

Cash or cash‑equivalent gifts are strictly prohibited under all circumstances. 

11.7 Anti‑Corruption; Zero‑Tolerance Standard 

The Corporation maintains a zero‑tolerance policy for bribery, corruption, fraud, facilitation payments, or the provision of any improper advantage. 

Accordingly: 

(a) No Facilitation Payments. Facilitation payments are prohibited, even where permitted by local custom or law. 

(b) Accurate Records. All transactions must be accurately, completely, and transparently recorded. Off‑the‑books accounts, undisclosed arrangements, or falsified records are prohibited. 

(c) Third‑Party Due Diligence. Risk‑based due diligence shall be conducted on material third parties, and anti‑corruption clauses shall be included in relevant agreements. 

(d) Reporting and Non‑Retaliation. Good‑faith reporting of suspected violations is encouraged and protected. Retaliation against any reporting person is strictly prohibited. 

11.8 Related‑Party Transactions 

Any transaction involving a related party must be disclosed in advance and approved by disinterested decision‑makers upon a determination that the transaction is fair, reasonable, and in the best interests of the Corporation and its charitable purposes. 

11.9 Frontline Safeguards; Non‑Waivable High‑Standard Protections 

The Corporation shall adopt, maintain, and enforce frontline safeguarding policies that function as immediate, enforceable protections for individuals and communities engaged with the Corporation. 

(a) Frontline Safeguarding Policies 

At a minimum, such policies shall include: 

(i) Code of Conduct and Ethics Policy; 

(ii) Client and Community Rights and Grievance Policy; 

(iii) Informed Consent for Services and Participation Policy; and 

(iv) Community Benefit and Harm‑Prevention Policy. 

(b) Universal Compliance 

All Associated Persons must comply with frontline safeguarding policies as a mandatory condition of participation, service, employment, membership, or engagement with the Corporation or its Subsidiaries. 

(c) Anti‑Rollback Safeguard; Ombudsman Oversight (No Exceptions) 

The safeguarding, grievance access, non‑retaliation, and informed‑consent standards established pursuant to this Article constitute non‑waivable baseline conditions of affiliation, membership, employment, participation, and engagement with the Corporation and its Subsidiaries. 

No policy, procedure, practice, agreement, or organizational action may materially weaken, bypass, suspend, or erode these standards. Any such action shall be void and without effect as a matter of internal governance. 

Allegations or determinations of material weakening shall be within the exclusive review and corrective authority of the Office of the Ombudsman, which shall operate independently of management and program leadership. Findings and remedial directives issued by the Ombudsman shall be binding on the Corporation, subject only to compliance with applicable law. 

(d) Independent Office of the Ombudsman 

The Corporation shall maintain an independent Office of the Ombudsman, led by an Ombudsman who is not an officer, employee, or part of operational management. 

The Ombudsman shall be appointed and removed only by the Board of Directors acting in its fiduciary—not managerial—capacity, and shall not be subject to direction, interference, or suppression by officers, committees, or program leadership. 

The Ombudsman shall have authority to receive complaints, initiate inquiries, protect confidentiality, prevent retaliation, and issue binding remedial directives relating to ethical violations, safeguarding failures, or breaches of informed‑consent standards. 

11.10 Global Application; Higher‑Standard Rule 

This Article applies globally across all jurisdictions in which the Corporation or its Subsidiaries operate. 

Where local laws impose higher ethical, human‑rights, or safeguarding standards, the higher standard shall apply. Where local laws are less protective, the standards set forth in this Article shall govern conduct and participation within the Corporation. 

11.11 Enforcement 

Violations of this Article or of Board‑adopted frontline safeguarding policies may result in disciplinary action, including corrective measures, suspension, termination of employment or contracts, removal from office, revocation of membership or participation privileges, or expulsion, consistent with due process and applicable law. 

11.12 Subsidiary Adoption 

Each Subsidiary shall adopt governing documents, policies, and procedures that are no less protective than the standards set forth in this Article. The Corporation shall retain reserved powers to ensure compliance with this requirement. 

12.1 Indemnification in Principle 

To the fullest extent permitted by the laws of the State of North Carolina, the Corporation may indemnify and hold harmless each person who was or is a director, officer, Executive Director, Ombudsman, committee member, employee, volunteer, or authorized representative of the Corporation or any Subsidiary (each, an “Indemnified Person”) against expenses actually and reasonably incurred by reason of service to the Corporation, subject to the limitations set forth in this Article and the availability of corporate resources. 

Nothing in these Bylaws creates a guarantee of payment or an obligation to expend funds not otherwise available. 

12.2 Standard for Indemnification 

Indemnification may be provided only where the Indemnified Person is determined to have: 

acted in good faith; 

acted in a manner reasonably believed to be in, or not opposed to, the best interests of the Corporation and its charitable purposes; and 

with respect to criminal matters, had no reasonable cause to believe the conduct was unlawful. 

12.3 No Coverage for Ethical or Safeguarding Violations 

No indemnification or advancement of expenses shall be provided with respect to any matter involving: 

willful misconduct, fraud, corruption, or knowing violation of law; 

material violation of Article 11 (Frontline Safeguards); 

retaliation or obstruction of grievance processes; or 

failure to comply with binding directives of the Office of the Ombudsman. 

12.4 Advancement of Expenses (Discretionary) 

The Corporation may, but is not required to, advance expenses incurred by an Indemnified Person, only if resources permit, and only upon receipt of a written undertaking to repay such amounts if indemnification is ultimately not authorized. 

12.5 Insurance 

The Corporation may, but is not required to, purchase and maintain insurance on behalf of any Indemnified Person, including directors’ and officers’ liability insurance, to the extent resources and circumstances allow. 

The absence of insurance shall not be construed as a failure of governance. 

13.1 Corporate Records 

The Corporation shall keep correct and complete books and records of account and shall maintain minutes of the proceedings of the Board of Directors and its committees, consistent with applicable law and sound nonprofit governance practices. 

Records shall be maintained in a manner appropriate to the Corporation’s size, resources, and activities, and sufficient to support accountability, continuity, and legal compliance. 

13.2 Public Disclosures and Transparency 

The Corporation shall make available for public inspection such documents as are required by applicable law, including its annual information return (IRS Form 990 or successor form), in accordance with federal disclosure requirements. 

The Corporation is not required to publicly post such documents but may do so voluntarily if and when the Board determines that doing so is appropriate and consistent with the Corporation’s capacity, privacy obligations, and ethical commitments. 

13.3 Data Stewardship; Privacy; Retention 

The Corporation shall adopt and maintain reasonable data stewardship, privacy, and record‑retention practices appropriate to its operations, resources, and risk profile. 

Such practices shall be guided by principles of informed consent, data minimization, confidentiality, harm prevention, and respect for community and Indigenous data sovereignty where applicable. The Corporation shall not collect, retain, or disclose data beyond what is reasonably necessary to advance its charitable purposes, comply with law, and uphold its ethical standards. 

14.1 Fiscal Year 

The fiscal year of the Corporation shall end on January 31 of each year, unless otherwise determined by resolution of the Board of Directors. 

14.2 Budgets and Financial Controls 

The Board of Directors shall provide oversight of the Corporation’s financial affairs. To the extent practicable given the Corporation’s size and resources, the Board shall approve an annual budget and ensure that reasonable internal financial controls are maintained. 

Nothing in this Article shall be construed to require expenditures, staffing, or financial systems beyond the Corporation’s actual capacity. 

14.3 Signatory Authority 

The Board of Directors shall determine, by resolution or written policy, which officers, employees, or agents are authorized to sign checks, contracts, or other instruments on behalf of the Corporation, and the limits of such authority. 

The Corporation shall not discriminate in employment, governance, membership, participation, services, benefits, or access to programs on any basis prohibited by applicable law. 

Whenever notice is required or permitted to be given under these Bylaws, such notice may be given by personal delivery, mail, or electronic transmission, and shall be deemed given when sent, unless otherwise required by applicable law. 

These Bylaws may be amended by the Board of Directors and, where applicable, by the members, in accordance with the Articles of Incorporation, these Bylaws, and applicable law. 

18.1 Governing Law 

These Bylaws shall be governed by and construed in accordance with the laws of the State of North Carolina. 

18.2 Severability 

If any provision of these Bylaws is determined to be invalid, illegal, or unenforceable, such provision shall be severed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect. 

19.1 Establishment and Purpose 

The Corporation shall establish and maintain the Office of the Independent Ombudsman (the “OIO”) as an independent safeguarding, accountability, and issue‑response body. 

The OIO exists to receive, document, assess, and respond to grievances, concerns, and reports of harm; to protect individuals and communities from retaliation or secondary harm; to identify patterns and systemic risks; and to support ethical response, early intervention, and knowledge‑building during periods of social, political, environmental, or geopolitical instability. 

The OIO shall operate independently of management, program leadership, and operational decision‑making. 

19.2 Standing; Open and Impact‑Based Access 

Any individual or group may submit a good‑faith grievance or concern to the OIO, including but not limited to: 

directors, officers, employees, or volunteers of the Corporation or its Subsidiaries; 

members, participants, or beneficiaries of programs; 

Local Citizens within a Project Service Area; 

community members affected by conditions relevant to the Corporation’s work; 

children or guardians acting on their behalf; and 

individuals who are stateless or otherwise without effective legal protection. 

Standing before the OIO is based on credible exposure to harm, risk, or material knowledge of an issue and does not require a formal relationship with the Corporation. 

Submission of a grievance does not confer membership, employment, contractual rights, or legal status with the Corporation. 

19.3 Scope of Matters; Issue‑Based and Systemic Concerns 

The OIO may receive and consider submissions concerning: 

direct harm to individuals or groups; 

threats to safety, dignity, liberty, or family integrity; 

retaliation for reporting abuse or misconduct; 

systemic or repeated abuses, including state or non‑state violence; 

violations of safeguarding, consent, or non‑retaliation principles; 

risks to children or other vulnerable populations; 

conditions arising from conflict, repression, disaster, or political instability; and 

matters relevant to the Corporation’s High Law standards and ethical responsibilities. 

The OIO is expressly empowered to address issue‑based, pattern‑based, and systemic concerns, not solely interpersonal or internal disputes. 

19.4 High Law (Definition, Function, and Constraint) 

(a) Definition 

“High Law” means those Board‑adopted governance instruments expressly designated to establish portable, predictable, and non‑derogable standards of safeguarding, informed consent, dignity, ethical conduct, and accountability for the Corporation’s multi‑jurisdictional operations. 

(b) Function 

High Law governs how the Corporation understands harm, evaluates risk, and structures its ethical responsibilities, including standards for engagement, protection, and response across jurisdictions. 

(c) Constraint 

High Law instruments are subordinate to applicable law, the Articles of Incorporation, and these Bylaws, and do not create governmental authority, judicial power, or enforcement over third parties. 

19.5 Ombudsman Powers and Methods (Non‑Coercive) 

Consistent with its Charter, the OIO may: 

receive and document grievances and reports; 

conduct preliminary assessments and non‑coercive fact‑finding; 

identify trends, patterns, and systemic risks; 

provide confidential guidance and protective referrals; 

recommend precautionary, protective, or remedial actions; 

advise the Corporation on suspension, disengagement, or escalation; and 

issue findings, advisories, and public‑interest assessments where appropriate. 

The OIO does not adjudicate legal liability or impose sanctions; its role is ethical assessment, safeguarding, and informed escalation. 

19.6 Independence and Objectivity 

The Ombudsman shall act independently and impartially, guided by evidence, ethical standards, and harm‑prevention principles. The Ombudsman shall not be directed, constrained, or overruled by management or program leadership in the performance of OIO functions. 

19.7 Relationship to the Board 

The OIO reports structurally to the Board of Directors but operates independently in its assessments and conclusions. Where internal organizational action is required, final decisions remain with the Board or applicable authority, informed by OIO findings. 

19.8 Primary Safeguarding Forum; No Exclusivity 

The OIO serves as the primary internal forum for safeguarding, ethical, and High Law concerns. 

Nothing in this Article requires exhaustion of OIO processes where urgent protection is required or where direct reporting to governmental, international, or protective bodies is lawful or appropriate. 

19.9 Dispute Resolution (If Applicable) 

Where a matter involves a dispute subject to contractual or organizational dispute‑resolution provisions, mediation or arbitration may be pursued pursuant to a Board‑adopted policy. 

This Section does not apply to issue‑based safeguarding submissions, public‑interest reports, or early‑warning concerns. 

19.10 No Restriction on External Reporting; Public‑Benefit Complementarity 

Nothing in these Bylaws, any High Law instrument, or any procedure of the Office of the Independent Ombudsman shall be interpreted to restrict, prohibit, delay, or discourage any individual from making lawful reports to governmental authorities, child‑protection agencies, courts, international bodies, human‑rights mechanisms, or emergency responders. 

Consistent with the Corporation’s charitable purpose to lessen the burdens of government, the Office of the Independent Ombudsman may receive, document, and assess safeguarding concerns, systemic risks, and issue‑based reports in order to support early identification, harm mitigation, and ethical response where governmental systems are overwhelmed, compromised, inaccessible, or unable to respond effectively. 

The Corporation does not supplant governmental authority, but acts as a civil‑society safeguard and knowledge‑bearing institution whose internal processes may complement, inform, or precede external reporting and intervention. 

20.1 Founder Identity 

For purposes of this Article, “Founder” means Promyss M. Waltey, known in Indigenous and cultural contexts as “Crazy Swan”, acting solely in an individual, non‑corporate capacity. 

20.2 Founder Intellectual Property Reserved 

As between the Corporation and the Founder, the Founder retains all right, title, and interest in and to any ideas, pre‑ideas, concepts, frameworks, methodologies, know‑how, systems, designs, works of authorship, inventions (whether patentable or not), trade secrets, cultural knowledge, and other intellectual property that: 

(a) were created, conceived, or reduced to practice by the Founder prior to the Founder’s engagement with the Corporation; or 

(b) are created by the Founder independently of the Corporation and outside the scope of any written work‑made‑for‑hire or intellectual‑property assignment agreement expressly executed by the Founder in an individual capacity; 

collectively (“Founder IP”). 

20.3 No Implied Assignment or License 

Neither these Bylaws, nor the Founder’s service as a director, officer, member, volunteer, consultant, or participant, nor the Corporation’s use or development of related programs or missions, shall be construed to grant the Corporation or any Subsidiary any ownership interest in, or license to use, Founder IP by implication, estoppel, equity, or operation of law. 

20.4 Written License or Assignment Required 

The Corporation and its Subsidiaries may use Founder IP only pursuant to a separate, written license or assignment agreement that: 

(a) is executed by the Founder in the Founder’s individual capacity; 

(b) is approved by the Board or its authorized delegate; and 

(c) sets forth scope, term, compensation (if any), attribution, and restrictions consistent with applicable law and the Corporation’s charitable purposes. 

No oral or informal permission shall constitute authorization to use Founder IP. 

20.5 Non‑Interference With Charitable Operations 

Nothing in this Article: 

(a) limits the Corporation’s ownership of intellectual property independently developed by non‑Founder personnel and properly assigned to the Corporation; 

(b) restricts the Corporation from operating its charitable programs using intellectual property lawfully acquired, licensed, or developed without reliance on Founder IP; or 

(c) requires the Corporation to license or acquire Founder IP. 

20.6 No Private Inurement 

Any license, assignment, or use of Founder IP by the Corporation shall be structured to avoid private inurement or impermissible private benefit and shall be consistent with the Corporation’s status as a tax‑exempt organization. 

20.7 Survival 

This Article shall survive the Founder’s resignation, removal, death, incapacity, or cessation of any role with the Corporation and shall continue to bind the Corporation and its Subsidiaries.