BYLAWS
OF
SWTRAILS PDX
NAME OF CORPORATION:
The name of this Corporation is SWTrails PDX.
ARTICLE I: PURPOSE
This
corporation shall be organized and operated exclusively for charitable,
scientific, literary, and educational purposes. Subject to the
limitations stated in the Articles of Incorporation, the purposes of
this corporation shall be to engage in any lawful activities, none of
which are for profit, for which corporations may be organized under
Chapter 65 of the Oregon Revised Statutes (or its corresponding future
provisions) and Section 501(c)(3) of the
Internal Revenue Code (or its corresponding future provisions.
Without limiting the activities in which the corporation may be
legally engaged, the corporation’s primary purpose shall be as a
non-profit educational and public service organization providing
events and opportunities for residents of the Southwest Portland,
Oregon (and neighboring vicinities), to promote and be involved in
the construction, maintenance, and enjoyment of pedestrian and
bicycle routes. More specifically, SWTrails PDX will
participate in planning and constructing a network of urban bicycle,
pedestrian and handicapped trails throughout SW Portland and
neighboring vicinities, and negotiating with property owners and
government agencies for easements as necessary. Additionally,
SWTrails PDX will promote changes to law and/or regulation that
streamline and ease permitting requirements for trails, represent the
views of concerned residents to the city’s Safe Routes to Schools
program, and recommend actions and positions, as appropriate, to the
respective neighborhoods, neighborhood boards, and various city,
county, metro, state and other governmental agencies.
No
part of the net earnings of the organization shall inure to the
benefit of, or be distributable to its members, trustees, officers,
or other private persons, except that the organization shall be
authorized and empowered to pay reasonable compensation for services
rendered and to make payments and distributions in furtherance of the
purposes set forth in the purpose clause hereof. No substantial part
of the activities of the organization shall be the carrying on of
propaganda, or otherwise attempting to influence legislation, and the
organization shall not participate in, or intervene in (including the
publishing or distribution of statements) any political campaign on
behalf of any candidate for public office. Notwithstanding any other
provision of this document, the organization shall not carry on any
other activities not permitted to be carried on (a) by any
organization exempt from federal income tax under section 501(c)(3)
of the Internal Revenue Code, corresponding section of any future
federal tax code, or (b) by an organization, contributions to which
are deductible under section 170(c)(2) of the Internal Revenue Code,
or corresponding section of any future federal tax code.
ARTICLE II: MEMBERS
This Corporation shall be a Membership Corporation.
2.1 Classes
and Voting. There shall be one class
of Members of this corporation. Each member shall be entitled to one
vote on all matters for which a Membership vote is permitted by law,
the Articles of Incorporation, or the Bylaws of this corporation.
2.2 Qualifications.
Membership shall be open to any individual who subscribes to the
purposes of SW Trails PDX, and who makes timely payment of all
Membership dues and assessments. Membership shall be effective
upon payment of dues.
2.3 Termination of
Membership. Membership may be terminated by a majority vote of
other members at a meeting called for such purpose after giving
the member subject to termination at least 15 days written
notice by first class or certified mail of the termination and the
reasons for the termination, and an opportunity for the member to be
heard by the other members, orally or in writing, not less than five
days before the effective date of the termination. The decision
of the members shall be final and shall not be reviewable by any
court.
2.4 Dues.
2.4.1 Dues. Membership
Dues shall be US$5 per calendar year, or part thereof, or such other
amount as approved at the Annual Meeting. The dues schedule may
be changed with the approval of the Board of Directors. Unless
otherwise determined by the Board of Directors, dues paid after
September 1 of any calendar year shall also cover the following
calendar year
2.4.2 Failure
to Pay. A member's failure to pay
dues or assessments within 60 days after the billing
date shall result in automatic termination of Membership, without
prejudice with respect to a subsequent reapplication.
2.5 Annual
Meeting. The annual meeting of the
Members shall be held during the 4th quarter of each calendar year on
a date as established by the Board.
2.5.1 Action
to be taken at Annual Meeting
The Membership shall take the following action at the annual meeting:
(1) Election of Board Members for upcoming terms.
(2) Setting Membership Dues for the following year.
(3) Ratifying the budget for the following year.
(4) Election of Officers
(5) Such other action that may properly be called before the
Membership and not reserved for the Board.
2.6 Notice
of Meeting. Notice of all meetings
of the Members shall be given to each member at the last address of
record, by first class mail or email at least 7 days before the
meeting, or by means other than first class mail or email at least 30
but not more than 60 days before the meeting. The notice shall
include the date, time, place, and purposes of the meeting. Members
shall have the option to receive meeting notices via email in lieu of
first class mail.
2.7 Quorum
and Voting. Those votes represented
at a meeting of Members shall constitute a quorum. A majority vote of
the Members voting is the act of the Members, unless these bylaws or
the law provide differently.
2.8 Proxy
Voting. There shall be no
voting by proxy.
2.9 Action
by Consent. Any action required by
law to be taken at a meeting of the Members, or any action which may
be taken at a Members' meeting, may be taken without a meeting if a
consent in writing or electronic mail, setting forth the action to be
taken or so taken, shall be signed by all the Members.
ARTICLE III: BOARD OF DIRECTORS
3.1 General
Powers. All corporate powers
not expressly reserved for the Members shall be exercised by, and all
business of SW Trails PDX shall be managed by, or under the direction
and authority of, the Board of Directors. The Board of Directors
shall adopt such policies and procedures from time to time for
conduct of business as the Board of Directors deems appropriate or
necessary.
3.2 Number.
The Board of Directors shall initially have 5 Members. The
number of Directors may be increased or decreased by majority vote of
sitting directors to any number between a minimum of three and a
maximum of fifteen, provided, however a decrease in the number of
Directors shall not have the effect of reducing the term of a sitting
Director.
3.3 Term.
3.3.1 Initial
Terms. In order to create
staggered terms, two initial directors shall have terms of one year;
two initial directors shall have terms of two years, and one initial
director shall have a term of three years.
3.3.2 Subsequent
Terms. The term of office for
Directors (other than as set forth in Article 3.3.1) shall be two
years. A Director may be reelected without limitation on the
number of terms she or he may serve.
3.4 Election. The
Board shall be elected by the Members at the annual meeting of the
Members by a majority vote of the Members represented and voting.
3.5 Removal.
Any Director may be removed, with or without cause, at a meeting
called by the Directors for that purpose, by a vote of a majority of
the Members entitled to vote at an election of Directors.
3.6 Out
of Cycle Vacancies. Vacancies on the
Board of Directors and newly created Board positions may be filled
for an interim term by persons selected by a majority vote of the
Directors then on the Board of Directors. Such interim term
will expire as of the date of the next Annual Meeting.
3.7 Quorum
and Action.
3.7.1 Standard
Actions. A quorum at a Board meeting
shall be a majority of the number of all Directors in office
immediately before the meeting begins. Unless a different voting
standard is required pursuant to Articles 3.7.2 or 3.7.3 below,
action may be taken by a majority vote of directors present at any
meeting with a quorum.
3.7.2 Majority Actions.
Where the law requires a majority vote of directors in office to
establish committees that exercise Board functions, to amend the
Articles of Incorporation, to sell assets not in the regular course
of business, to merge, to dissolve, or for other such matters, action
must be taken by the majority of the total Board as required by law.
3.7.3 Actions by
Super Majority. Where required
by these Bylaws or the Articles of Incorporation, action may be taken
by the vote of at least 3 quarters of the total Board.
3.7.4 Regular Meetings.
Regular meetings of the Board of Directors shall be held at the time
and place to be determined by the Board of Directors. Board of
Directors meetings shall be open to Members.
3.7.5 Special
Meetings. Special meetings of the
Board of Directors shall be held at the time and place to be
determined by the Board of Directors. Notice of such meetings,
describing the date, time, place, and purpose of the meeting, shall
be delivered to each Director personally or by telephone, email or by
mail not less than two days prior to the special meeting.
3.7.6 Alternative
Meeting Venue. Any regular or
special meeting of the Board of Directors may be conducted through
use of any means of communication by which all Directors
participating may simultaneously hear each other during the meeting.
3.7.7 Action by
Consent. Any
action required by law to be taken at a meeting of the Board, or any
action which may be taken at a Board meeting, may be taken without a
meeting if a consent in writing, setting forth the action to be taken
or so taken, shall be signed by all the Directors.
3.8 No
Salary. Directors shall not receive
salaries for their Board services but may be reimbursed for expenses
related to Board service.
ARTICLE IV: COMMITTEES
4.1 Executive
Committee. The Board of Directors
may elect an Executive Committee. The Executive Committee shall have
the authority to make ongoing decisions between Board meetings and
shall have the authority to make financial and budgetary decisions.
4.2 Other
Committees. The Board of Directors
may establish such other committees as it deems necessary and
desirable. Such committees may exercise the authority of the Board of
Directors or may be advisory committees.
4.3 Composition
of Committees Exercising
Board Authority. Any committee that
exercises any authority of the Board of Directors shall be composed
of two or more Directors, elected by the Board of Directors by a
majority vote.
4.4 Limitations
on the Powers of Committees. No
Committee may authorize payment of a dividend or any part of the
income or profit of the corporation to its directors or officers; may
approve dissolution, merger, or the sale, pledge, or transfer of all
or substantially all of the corporation's assets; may elect, appoint,
or remove directors or fill vacancies on the Board or on any of its
committees; nor may adopt, amend, or repeal the Articles, bylaws, or
any resolution by the Board of Directors.
ARTICLE V: OFFICERS
5.1 Titles.
The officers of this corporation shall be the President, Treasurer,
Secretary, and such other officers as the Board shall deem necessary
and desirable.
5.2 Election.
The Board of Directors shall propose a slate of officers for
ratification by Members at the annual Meeting.
5.3. Term.
Officers shall serve for one year terms. An officer may be reelected
without limitation on the number of terms the officer may serve.
5.4 Qualification.
Officers must be a member of the Board of Directors to be eligible to
serve as an Officer.
5.5 Multiple
Positions Permitted. A
qualified person may concurrently hold multiple Officer positions.
5.6 Vacancy.
A vacancy of an office may be filled by appointment by the Board for
the remaining term of the vacancy.
5.7 President.
The President shall be the chief officer of the corporation.
5.8 Secretary.
The Secretary shall have overall responsibility for all
recordkeeping, and shall perform, or cause to be performed, the
following duties: (a) official recording of the minutes of all
proceedings of the Board of Directors and Members' meetings and
actions; (b) provision for notice of all meetings of the Board of
Directors and Members; (c) authentication of the records of the
corporation; (d) maintaining current and accurate Membership lists;
and (e) and any other duties as may be prescribed by the Board of
Directors.
5.9 Treasurer.
The Treasurer shall have overall responsibility for (a) keeping full
and accurate accounts of all financial records of the corporation;
(b) deposit of money and other valuable effects in the name and to
the credit of the Corporation in such depositories as may be
designated by the Board of Directors; (c) disbursement of funds when
proper to do so; (d) making financial reports as to the financial
condition of the Corporation to the Board of Directors; and (e) and
any other duties as may be prescribed by the Board of Directors.
ARTICLE VI: AMENDMENTS TO BYLAWS
The Board of Directors may amend or vote to
amend or repeal these Bylaws or to adopt new ones by a Supermajority
vote, subject to ratification by the Members at the Annual Meeting.
No vote to amend, repeal or adopt new Bylaws may be taken unless,
prior to the adoption of the amendment, each Director shall be given
at least two days notice of the date, time, and place of the meeting
at which the proposed amendment is to be considered, and the notice
shall state that one of the purposes of the meeting is to consider a
proposed amendment to the Bylaws and shall contain a copy of the
proposed amendment. The Members must vote to amend or
repeal these Bylaws or to adopt new ones by a majority vote of the
Members represented and voting. Prior to the adoption of the
amendment, each member shall be given the notice of meeting required
by these Bylaws and the notice shall state that one of the purposes
of the meeting is to consider a proposed amendment to the Bylaws and
shall contain a copy of the proposed amendment. A Member may
initiate a proposal to amend the bylaws by submitting a proposed
amendment to the Board at least 30 days prior to the next Annual
Meeting and requesting that such proposed amendment be noticed and
placed for vote at the next Annual Meeting.
ARTICLE VII: DISSOLUTION
Upon
the dissolution of the organization, assets shall be distributed for
one or more exempt purposes within the meaning of section 501(c)(3)
of the Internal Revenue Code, or corresponding section of any future
federal tax code, or shall be distributed to the federal government,
or to a state or local government, for the public purpose. Any such
assets not disposed of shall be disposed of by the Court of Common
Pleas of the county in which the principal office of the organization
is then located, exclusively for the purposes or to such organization
or organizations, as said court shall determine, which are organized
and operated exclusively for such purposes.
DATE ADOPTED: January 8. 2012
SIGNATURE BY CORPORATE OFFICER:
Signed Don Baack, President