Our Bylaws

The operating foundation for the Project Oak Foundation.

Article I: Name & Purpose

Section 1. Name

The legal name of our Corporation is Project Oak Inc., as registered with the State of Connecticut, and it may operate publicly under the trade name Project Oak Foundation.

Section 2. Purpose

Project Oak is dedicated to advancing the emotional well-being and self mastery within children and their respective caregivers by providing school-based educational programs, family support and empowerment services, and community-based workshops. Project Oak’s purpose is to equip our future generations with the emotional intelligence education, and self mastery skillsets they need to live connected, compassionate, confident, peaceful, and fulfilling lives– allowing our collective community, and planet, to thrive as a result.

Project Oak is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.

Article II: Values

At the heart of Project Oak’s mission and daily work are our Core Values—the living foundation upon which we make decisions, cultivate our community, and design and deliver every program. These values serve as our compass.

Our Core Values are:


1. Child First Focus:

We make every decision with our children as our number one and most important focus. We make our decisions based upon what will support the highest level of mental, emotional, physical, and spiritual well being of the child.

2. Compassionate Authenticity:

We show up authentically and compassionately among each other, with our partners, and throughout our programming for the sake of promoting an environment where all are welcome as their True Selves, invited to share their unique gifts, and embraced with love, understanding, and respect. Truth and compassion shape every action of Project Oak.

3. Balanced Innovation:

We balance advancing technologies with timeless, ancient knowledge providing an innovation that is balanced, diverse, and rooted — for the benefit of our children, communities, organization, and partners.

4. Playfulness:

We express ourselves in a professionally playful spirit, cultivating an environment of creativity, connection, deep learning, and childlike curiosity that allows us to provide an innovative, friendly, and heart warming organization, and programming, for all who we encounter.

5. Loving Transparency:

We operate with full transparency throughout the organization, cultivating an environment of powerful organizational development, personal growth within the culture, and programming that is fed by the hearts of all instead of the minds of few.

6. Rooted Wisdom:

We operate with the knowledge that unification among all creates the strongest organizational mindset, the most wisdom-rich programming, and the most sustainable path for centuries’ worth of impact. We blend the ancient wisdom of eastern philosophy with the evolving psychology of western modernity.

7. Perfect Righteousness:

We know that at the core of each person is a perfectly loving, honest, compassionate, peaceful, and powerful being. Through our values, relationships, and mission we aim to nurture the blossoming of perfect righteousness for the collective consciousness. Together, we are creating a world of natural justice, of perfect righteousness.

Article III: Fiscal Year

The fiscal year of Project Oak shall begin on July 1 and end on June 30 each year.

Article IV: Governance Structure

Section 1. Membership

Project Oak is a non-member organization. Governance and decision-making authority shall reside solely with the Board of Directors, in alignment with Project Oak’s Bylaws.

Section 2. Board of Directors

  • Project Oak shall be governed by a Board of Directors, which shall consist of at least three (3) but no more than seven (7) individuals.

  • The Board shall have full authority to manage and direct the affairs of Project Oak in alignment with its mission and purpose.

Section 3. Election and Terms

  • Directors shall be elected by the existing Board of Directors.

  • Each Director shall serve a term of three (3) years and may be re-elected.

  • Directors may be removed, with full transparency of the decision and process, by a two-thirds (2/3) vote of all Directors then in office. Any resulting vacancy shall be filled by majority vote for the unexpired term.

Section 4. Meetings

  • The Board of Directors shall convene at least once quarterly, with meeting frequency and cadence to be determined by the Board on an on-going basis in alignment with the organization’s evolving needs.

  • The specific date, time, and format (in-person or virtual) of each meeting shall be established by the Board at the conclusion of the prior meeting, allowing for thoughtful planning and full participation.

  • Special meetings may be called at any time by the President or by a majority of the Board, should matters arise that require timely attention or collective discernment. 

Section 5. Quorum & Remote Participation

  • A quorum at any annual, regular, or special meeting of the Board of Directors shall consist of a majority of the directors then in office. In the case of a three-member Board, quorum shall be two (2) directors.

  • Directors may participate in meetings through telephone, video conference, or other remote communication technology that allows all participants to hear each other simultaneously. Such participation shall constitute presence in person at the meeting.

  • If less than a quorum is present, no official action may be taken other than adjournment. Any items requiring a vote shall be deferred until a quorum is present.

Article V: Officers

Section 1. Officers

The Officers of Project Oak shall consist of a President, Secretary, and Treasurer, and such other officers as the Board of Directors may elect to add as needs continue to evolve. Each Officer shall serve in alignment with the mission and values of Project Oak, embodying compassionate authenticity, integrity, and dedication to the well-being of the children, their families, and the greater communities served.

Section 2. Election and Term of Office

Officers shall be elected by a majority vote of the Board of Directors at the first Board meeting following the adoption of these Bylaws and thereafter at the first Board meeting following the expiration of each Officer’s term. Officers shall serve for a term of two (2) years and may be re-elected for successive terms.

Section 3. Removal and Vacancies

Any Officer may be removed by a two-thirds (2/3) vote of the Board of Directors whenever, in its judgment, such removal serves the best interests of Project Oak and its mission. Vacancies in any office, whether due to removal, resignation, or other cause, shall be filled by a majority vote of the Board of Directors for the unexpired portion of the term.

Section 4. Duties of Officers

  • President
    The President serves as the guiding canopy of Project Oak, providing vision, leadership, and direction to the Board and organization. The President shall:

    1. Preside over all meetings of the Board of Directors.

    2. Ensure that the Board functions effectively and in accordance with its mission and values.

    3. Act as the primary spokesperson of the organization unless otherwise delegated.

    4. Support the cultivation of relationships with partners, schools, grant makers, donors, and community stakeholders.

    5. Work collaboratively with the Board and Executive Director (if any), to align strategy with mission impact.

  • Secretary
    The Secretary serves as the organizational anchor—the grounding roots—ensuring that the work of Project Oak is documented with accuracy and integrity. The Secretary shall:

    1. Prepare and distribute agendas in collaboration with the President.

    2. Record and maintain accurate minutes of all meetings.

    3. Safeguard official records, bylaws, and governance documents.

    4. Manage Board correspondence and reminders, ensuring continuity and accountability.

    5. Oversee compliance with annual reporting and recordkeeping requirements.

  • Treasurer
    The Treasurer serves as the chief financial steward—the nourishing soil—that sustains the mission of Project Oak. The Treasurer shall:

    1. Maintain accurate and transparent financial records.

    2. Oversee deposits, disbursements, and financial systems to safeguard assets.

    3. Collaborate with the Board to prepare and monitor the annual budget.

    4. Collaborate with the President and Executive Director to cultivate and steward fundraising opportunities.

    5. Ensure timely compliance with financial reporting requirements, including IRS filings.

    6. Ensure compliance with internal financial controls adopted by the Board.

    7. Provide clear, accessible financial reports to the Board to inform decision-making.

Section 5. Executive Director

The Executive Director shall serve as the chief staff officer of Project Oak, accountable to the Board of Directors, and entrusted with leading the day-to-day operations of the organization. The Executive Director shall:

  1. Implement the policies, programs, and strategic direction established by the Board.

  2. Manage staff, volunteers, and contractors in alignment with Project Oak’s mission and values.

  3. Oversee program development, delivery, and evaluation to ensure effectiveness and impact.

  4. Administer financial and operational systems in partnership with the Treasurer and Board.

  5. Serve as a key representative of the organization to partners, schools, grant makers, donors, and community stakeholders.

  6. Provide the Board with timely reports, recommendations, and insights to support informed, data-driven governance.

The Executive Director shall not be a voting member of the Board of Directors, but may attend Board meetings in a non-voting capacity to provide reports and participate in discussions. The Executive Director shall serve at the pleasure of the Board of Directors and may be appointed, evaluated, or removed by a majority vote of the Board.

Section 6. Delegation of Duties

In the event of absence, incapacity, or vacancy, the Board of Directors may delegate the powers or duties of any Officer to another Officer or Director, as it deems appropriate, for the benefit of Project Oak and its mission.

Article VI: Committees

Section 1. Establishment

The Board of Directors may establish standing or ad hoc committees as it deems necessary to carry out the mission and operations of Project Oak. Committees shall be formed by resolution of the Board and shall operate in alignment with the values and purposes of Project Oak.

Section 2. Authority and Limitations

Committees shall serve in an advisory capacity to the Board of Directors, unless specifically delegated authority by a resolution of the Board. No committee shall have authority to bind Project Oak contractually or financially, except as explicitly authorized by the Board.

Section 3. Composition

Committees shall consist of at least one (1) Board Director and may include additional Directors, Officers, staff, or community members as deemed appropriate by the Board. Committee Chairs shall be appointed by the Board President unless otherwise determined by the Board.

Section 4. Standing Committees

The Board may maintain standing committees to ensure consistent oversight in key areas of organizational governance and program delivery.

Section 5. Dissolution of Committees

The Board may dissolve any committee at any time when its work is completed, no longer necessary, or when the committee is not functioning in alignment with Project Oak’s mission and values.

Article VII: Prohibition on Private Benefit

No part of the net earnings of Project Oak shall inure to the benefit of, or be distributable to, its directors, officers, or any private individual. However, Project Oak may provide fair and reasonable compensation for services genuinely rendered and may make payments in support of its charitable and educational purposes. At no time shall Project Oak engage in activities resulting in excessive personal benefit or improper private gain.

Article VIII: Political Activity Restriction

Project Oak shall not engage in political campaign activities on behalf of or against any candidate for public office. Project Oak may engage in lobbying activities only to the extent permitted under Section 501(c)(3) of the Internal Revenue Code and shall not engage in substantial lobbying efforts that exceed IRS limitations.

Article IX: Conflict of Interest Policy

No director, officer, or employee of Project Oak shall derive personal benefit from transactions involving Project Oak unless disclosed and approved in accordance with a written Conflict of Interest Policy. Any potential conflicts shall be reviewed by an independent committee or the Board of Directors to ensure compliance with nonprofit ethics, organizational values, and financial integrity and the review and outcome shall be documented in the Board’s minutes.

Article X: Reimbursement

Project Oak shall indemnify its directors, officers, and employees to the fullest extent permitted by law against liabilities incurred in the course of performing their duties on behalf of Project Oak, provided such actions were taken in good faith and in the best interests of the organization.

Article XI: Dissolution

In the event of the dissolution of Project Oak, all remaining assets shall be distributed to one or more nonprofit organizations that are exempt under Section 501(c)(3) of the Internal Revenue Code, and whose mission aligns with Project Oak’s commitment to the emotional development, self mastery, and empowerment of children and future generations.

If no such organization is identified, assets shall not be distributed to any director, officer, or private individual. Instead, they shall be transferred to a state or local government agency to be used exclusively for public purposes consistent with the mission and values of Project Oak.

Article XII: Amendments

Section 1. General Amendments

These Bylaws may be amended or repealed by a two-thirds (2/3) majority vote of the Board of Directors at any regular or special meeting, provided that the proposed amendment has been submitted in writing to all Directors no fewer than ten (10) days prior to the meeting. Each Director shall be entitled to one vote.

Section 2. Mission and Purpose Protection

To preserve the integrity of Project Oak’s founding intent, any amendment to Article I: Name & Purpose shall require approval by at least a four-fifths (4/5) majority vote of all Directors then in office. Such amendments must be proposed in writing no fewer than thirty (30) days before the meeting at which they are to be considered.

Section 3. Alignment Requirement

All amendments, regardless of article, must remain consistent with the charitable and educational purposes defined under Section 501(c)(3) of the Internal Revenue Code and aligned with the mission, vision, and core values of Project Oak.

Article XIII: Non-Discrimination Policy

Project Oak does not and shall not discriminate on the basis of race, color, ethnicity, national origin, religion, age, sex, gender, sexual orientation, disability, or any other characteristic protected by law, in any of its activities or operations.

Adopted by the Board of Directors on October 16, 2025.