BYLAWS OF

THE METAGOVERNANCE PROJECT, INC.

ARTICLE I.  NAME

The name of the corporation is The Metagovernance Project, Inc. (the “Corporation”).

ARTICLE II:  PURPOSES AND POWERS

The Corporation is a Massachusetts domestic nonprofit corporation that is organized and operated exclusively for the promotion of social welfare within the meaning of section 501(c)(4) of the Internal Revenue Code of 1986 as now in effect or as may hereafter amended.

ARTICLE III.  OFFICES

The principal offices of the Corporation are located at 20 Amory St. Brookline, MA 02446.

ARTICLE IV.  BOARD OF DIRECTORS

Section 4.1 The affairs of the Corporation will be managed the Board of Directors of the Corporation, who shall be elected by the Board of Directors.  The Directors will act only as the Board of Directors.

The Board of Directors may adopt rules and regulations for the conduct of its meetings, the exercise of its powers, and the management of the affairs of the Corporation as it may deem proper. In addition to the powers expressly conferred by these Bylaws, the Directors may exercise all powers necessary or appropriate to the purposes of the Corporation.

Section 4.2   Number and Term of Office. The number of Directors of the Corporation will be at least three.  The number of Directors may be increased or decreased from time to time at any annual or special meeting of the Board of Directors called for that purpose but will in no event be less than three.

Each initial Director of the Corporation will serve as a Director until the annual meeting of the Directors or until his or her successor is elected and qualified.  Thereafter, each Director will serve for a term of one year or until his or her successor is elected and qualified, or until his or her death, resignation or removal.

Section 4.3 Vacancies. Vacancies in the Board of Directors will be deemed to exist in the event of the death, resignation, or removal of a Director or in the event of an increase in the number of Directors; and all such vacancies will be filled by a majority of the then remaining Board of Directors, though less than a quorum of the Board.  Any director may resign by giving written notice to the President or the Clerk.  The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective.

Directors elected to fill a vacancy will hold office for the remaining portion of the term of the Director whose death, resignation, or removal caused the vacancy, or, in the case of an increase in the number of Directors, until a successor Director is elected and qualified.

Section 4.4 Removal of Directors.   Any Director may be removed from office at any time, with or without cause, upon a majority vote of all of the Directors then in office (not including the director whose office is being voted on).

Section 4.5 Annual Meeting. A regular annual meeting of the Board of Directors will be held at least once a year at the principal office of the Corporation, wherever located, or at such place as will be determined by the Board of Directors or President on the date selected by the Board of Directors or President. Notice of the Annual Meeting of the Board of Directors will be given to each Director at least five (5) days before the meeting, except that, in the case of notice given by mail, the notice will be timely given if mailed by first-class mail, postage prepaid, at least ten (10) days before the meeting.

Notice need not be given in writing and may be given in person, by telephone, email, facsimile transmission, by mail, or by writing personally delivered to the Director or left at his or her residence or usual place of business.

Section 4.6 Regular and Special Meetings.   The Board of Directors may provide by resolution the time, form, date and place for the holding of regular meetings, other than the annual meeting, of the Board without other notice than such resolution.  The President may call, and upon written request signed by any one-third of the Directors then holding office, the Clerk will call, special meetings of the Board of Directors.

Such meetings will be held at such time and place as may be designated in the notice of meeting by the person or persons calling the meeting.