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The City Club is a 501(c)(4) nonprofit organization incorporated in Oregon. Our bylaws were adopted in 2010.\n\nBylaws of City Club of Corvallis
\nAdopted at a meeting of the Interim Board of Directors Sept. 7, 2010 in the Majestic Theater, Corvallis.
\nMotion by Janet Lincoln, seconded by Nancy Glines. Voting aye: Nick Houtman, Nancy Glines, Janet
\nLincoln and Heather O\u2019Connor (by e-mail sent at 4:57 p.m. Sept. 7, 2010 to Houtman, Glines and
\nLincoln). Voting no: none.
\n1. STATEMENT OF MISSION AND PURPOSES
\n 1.1 Mission.
\nThe City Club of Corvallis is a nonpartisan organization that brings people together to explore community
\nissues, increase understanding of others\u2019 perspectives and improve the quality of civil discourse through
\ndialog.
\n 1.2 Purposes. The purposes of the Club shall be to:
\n 1.2.1 Create a forum for airing divergent views;
\n 1.2.2 Foster creative problem solving;
\n 1.2.3 Forge new cooperative relationships;
\n 1.2.4 Honor diverse perspectives;
\n 1.2.5 Discover commonly held civic values;
\n 1.2.6 Arouse appreciation for the obligations of citizenship; and
\n 1.2.7 Stimulate informed community decision-making and constructive action.
\n 1.3 Pursuit of Purposes. The purposes of the Club shall be pursued by means of regular meetings,
\nlectures and discussions and such other means as the Board of Directors may deem appropriate. The Club
\nwill file for tax-exempt nonprofit status under Section 501(c)(3) of the Internal Revenue Code, as amended
\nfrom time to time, and as a public benefit organization under the Oregon Nonprofit Corporation Act, as
\namended from time to time.
\n2. REGISTERED AGENT AND OFFICE
\nThe Club shall continuously maintain in the state of Oregon a registered agent, who shall be an individual
\nwho resides in Oregon, a domestic business or nonprofit corporation with an office in Oregon, or a foreign
\nbusiness or nonprofit corporation authorized to transact business in Oregon with an office in Oregon. The
\nregistered office of the Club shall be the residence or office address of the registered agent. The registered
\nagent or office may be changed from time to time by the Board of Directors upon compliance with the
\nrequirements of the Oregon Nonprofit Corporation Act.
\n3. MEMBERSHIP
\n 3.1 Members; The Club shall have members.
\n 3.2 Qualification for Membership. Membership shall be open to any individual who subscribes to the
\nmission and purposes of the Club, as evidenced by his or her signature on a completed application for
\nmembership, and who makes timely payment of all membership dues and assessments. Membership shall
\nbe effective upon payment of dues.
\n 3.3 Dues and Assessments.
\n 3.3.1 Dues. The amount of annual membership dues shall be established from time to time by majority
\nvote of the Board of Directors. Annual dues shall be payable for a membership year commencing on the
\ndate dues are first paid and continuing for one year. Membership renewals shall be due each year on the
\nanniversary of when dues were first paid. The dues schedule may be changed with the approval of the
\nBoard of Directors.
\n 3.3.2 Special Assessments. Special assessments of any amount, in addition to membership dues, may
\nbe established by the affirmative vote of at least two-thirds of the directors at any meeting of the Board of
\nDirectors, provided that notice that a special assessment is to be considered at the meeting shall be given to
\ndirectors in the manner provided in paragraph 4.8.1.
\n 3.3.3 Failure to Pay. A member\u2019s failure to pay dues or assessments within 60 days after the billing
\ndate shall result in automatic termination of membership, without prejudice with respect to a subsequent
\nreapplication.
\n 3.4 Regular Meetings. The Club shall hold regular meetings of members at such times and places as may
\nbe established from time to time by the Board of Directors, as necessary for accomplishing the purposes of
\nthe Club.
\n 3.5 Special Meetings. The Club shall hold a special meeting of members upon the call of a majority of
\nthe Board of Directors, or 10 percent of the members. A call by 10 percent of the members shall be made
\nby written demand, dated and delivered to the president or secretary of the Club, describing the purpose or
\npurposes for which the meeting is to be held and signed by the required number of members. Special
\nmeetings shall be held at such times and places as may be determined by the Board of Directors, subject to
\nthe requirements of the Oregon Nonprofit Corporation Act.
\n 3.6 Annual Meeting. The Club shall hold the annual meeting of members (\u201cAnnual Meeting\u201d) during the
\nmonth of May in each year, unless otherwise determined by the Board of Directors, for the purpose of
\nholding elections and transacting such other business as may come before the meeting. The Annual
\nMeeting shall be held at such time and place within the city of Corvallis as may be determined by the
\nBoard of Directors. If the election of directors is not held on the day established for the Annual Meeting, or
\nat any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting
\nof members as soon thereafter as reasonably convenient.
\n 3.7 Notice of Meetings.
\n 3.7.1 Annual or Special. A written e-mail or printed notice stating the place, day and hour of any
\nannual or special meeting of members and, in the case of a special meeting, the purpose or purposes for
\nwhich the meeting is called, shall be delivered not less than seven days nor earlier than 60 days before the
\nmeeting date, at the direction of the president or secretary of the Club, to each member of record entitled to
\nvote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United
\nStates mail, first-class postage prepaid, addressed to the member at the address as it appears on the
\nmembership books of the Club. If e-mailed, such notice shall be deemed to be delivered on the date of
\ntransmission.
\n 3.7.2 Regular. Except as provided in this paragraph, notice of regular meetings of members may be
\neffected in the same manner provided in paragraph 3.7.1 or may be effected by publication of the regular
\nmeeting schedule in any newsletter, bulletin or other writing of similar purpose established by the Club and
\nregularly distributed to the members by effective means. Notice of regular meetings at which matters
\nrequiring the approval of members pursuant to the Oregon Nonprofit Corporation Act or these Bylaws will
\nbe considered shall be given in the manner provided in paragraph 3.7.1.
\n 3.8 Membership Record Date. The record date for purposes of determining members entitled to notice of
\nor to vote at any meeting of members or any adjournment thereof, or to make a determination of members
\nfor any other proper purpose except demanding a special meeting, shall be 20 days prior to the date set for
\nsuch meeting or action requiring the determination of members. All members in good standing as of such
\ndate shall be entitled to such notice as may be required under these Bylaws. To determine the members
\nentitled to demand a special meeting, the record date shall be the date the first member signs the demand.
\n 3.9 Quorum of Members. A minimum of 20 percent of the members of record on the day of the meeting
\nshall constitute a quorum at a meeting of members. If a quorum is present, the affirmative vote of a
\nmajority of members present at the meeting and entitled to vote on the subject matter shall be the act of the
\nmembers, unless a greater vote is required by the Oregon Nonprofit Corporation Act or these Bylaws.
\nMembers present at a duly organized meeting may continue to transact business until adjournment,
\nnotwithstanding the withdrawal of enough members to leave less than a quorum. In the absence of a
\nquorum, a majority of those present may adjourn the meeting from time to time until a quorum exists. Any
\nbusiness that might have been transacted at the original meeting may be transacted at the adjourned
\nmeeting if a quorum exists.
\n 3.10 No Proxy or Mail Voting. Except as otherwise provided in the Articles of Incorporation, these
\nBylaws or by applicable law, each member shall be entitled to one vote on each matter submitted to a vote
\nat a meeting of members. A member may vote only in person. No voting by proxy or mail ballot shall be
\npermitted.
\n 3.11 No Cumulative Voting. At each election of directors, every member entitled to vote shall have the
\nright to vote, in person, for as many persons as there are directors to be elected. No member shall have the
\nright to vote cumulatively.
\n 3.12 Transferability. Membership rights are nontransferable.
\n 3.13 Resignation; Termination.
\n 3.13.1 Resignation. A member may resign from the Club at any time. A resigning member shall not be
\nentitled to a refund of any portion of the annual dues or any special assessment previously paid.
\n 3.13.2 Termination. The membership of any person who fails to pay any dues or special assessment
\nwithin 60 days after the billing date shall automatically terminate. The membership of any individual
\nwhose conduct is found by the Board of Directors to be inconsistent with the purposes of the Club or
\notherwise to materially hinder pursuit of the purposes of the Club, may be terminated by the affirmative
\nvote of at least two-thirds of the Board of Directors at a meeting at which there is a quorum, after notice
\nand hearing as follows:
\n 3.13.2.1 Upon written request by the president, treasurer or any five members, the secretary shall
\ngive written notice of intent to terminate membership to the offending member at least 15 days prior to the
\nmeeting at which termination shall be considered. The notice shall specify the reasons for the proposed
\ntermination, and offer the offending member the opportunity to be heard at the meeting or to submit written
\ntestimony before or at the meeting.
\n 3.13.2.2 The Board of Directors may act at the meeting at which the matter is first heard, or take the
\nmatter under advisement for decision at a subsequent meeting. In the latter case, the offending party shall
\nbe entitled to not less than five days\u2019 prior written notice of such subsequent meeting, and shall be entitled
\nto be heard, orally or in writing, at such meeting. A decision by the Board of Directors to terminate a
\nmembership shall be effective five days after the meeting at which such decision is reached.
\n4. BOARD OF DIRECTORS
\n 4.1 General Powers. All corporate powers shall be exercised by, and all business of the Club shall be
\nmanaged by, or under the direction and authority of, the Board of Directors. The Board of Directors shall
\nadopt such policies and procedures from time to time for conduct of the Club\u2019s business as the Board of
\nDirectors deems appropriate or necessary, including but not limited to procedures for treatment of research
\nreports by the members.
\n 4.2 Composition. The Board of Directors shall have 6-10 members, comprised of the officers of the
\nboard, including a treasurer, a secretary, a president and vice president serving in accordance with this
\nparagraph 4, and at least two directors elected in accordance with paragraph 5.2 of these Bylaws.
\n 4.3 Tenure. Except for the initial directors, each director shall serve a term of two years. Four of the
\ninitial directors shall be classified as having terms that expire at the Club\u2019s Annual Meeting in 2011.
\nClassification shall be made by the initial directors at their organizational meeting following election.
\nCommencing with the Annual Meeting in 2011, and at each Annual Meeting thereafter, directors elected to
\nfill expired terms shall serve terms of two years, or until their successors are elected and qualified.
\n 4.4 Election.
\n 4.4.1 Nominations. Except as provided in paragraph 4.13 (vacancies), directors shall be elected by the
\nmembers at the Annual Meeting. The Nominating Committee shall present an aggregate number of
\nnominees of not more than two times the number of vacant full-term positions and vacant partial-term
\npositions. The Nominating Committee shall present the nominations in sufficient time for inclusion in the
\nnotice of the meeting at which the elections are to be held. Additional nominations for directors may be
\nmade from the floor by members. Voting for full-term positions shall be separate from voting for partialterm
\npositions.
\n 4.4.2 Voting. Each member shall have one vote for each full-term position then vacant, and one vote
\nfor any partial-term position then vacant. Cumulative voting shall not be permitted; members shall be
\nentitled to cast only one vote for any one candidate. The voting for full-term positions shall be separated on
\nthe ballot from the voting for partial-term positions, if any. The full-term positions shall be filled by the
\ncandidates receiving the highest numbers of votes, with the candidate receiving the highest number of votes
\ntaking the first available full-term position, and so on. Likewise, the partial-term position(s) shall be filled
\nby the candidate(s) therefore receiving the highest number(s) of votes for such position(s).
\n 4.4.3 Reelection. Elected directors may stand for re-election, provided that no person shall serve as an
\nelected director for more than three consecutive full terms.
\n 4.5 Qualifications. All directors shall be members of the Club in good standing. No member shall be
\neligible to serve as a director who is at the time a candidate for, or who is holding, an elective political
\nposition. Any director who shall accept appointment to, or become a candidate for, such political position
\nwhile serving as a director shall automatically vacate the director\u2019s position, effective upon acceptance of
\nthe appointment or declaration of candidacy. If, in the sole judgment of the remaining directors, a member
\nof the Board of Directors becomes so identified with a particular political issue or candidate that he or she
\nis unable, or gives the appearance of being unable, to exercise independent judgment on behalf of the Club
\nas a member of the Board of Directors, the remaining directors may remove such director from the Board
\nof Directors by two-thirds vote at any meeting of directors, provided that prior notice that removal will be
\nconsidered at the meeting is given to directors in the manner provided in paragraph 4.8.1.
\n 4.6 Regular Meetings.
\n 4.6.1 In General. Regular meetings of the Board of Directors shall be held not less than nine times per
\nyear, at such time and place as the directors shall determine. The regular meeting schedule shall be
\npublished in the newsletter, bulletin or other writing of similar purpose established by the Club. Except as
\nmay be required under the Oregon Nonprofit Corporation Act or these Bylaws, no other notice of the date,
\ntime or place of the regular meetings shall be required. Club members shall be entitled to attend any
\nmeetings of the Board of Directors but shall not be entitled to be heard on any matter without the express
\npermission of the presiding officer, or upon the request of two members of the Board of Directors.
\n 4.6.2 Annual Organizational Meeting. The first regular meeting of the Board of Directors following
\nthe Annual Meeting shall be the annual organizational meeting of the directors, at which the first order of
\nbusiness shall be appointment of committees as provided in paragraph 7.
\n 4.7 Special Meetings. Special meetings of the Board of Directors may be called by the president upon his
\nor her own initiative, and shall be called by the president at the request of any two or more directors. The
\npresident shall fix the date, time and place within the city of Corvallis for any special meeting of the Board
\nof Directors. Requests for a special meeting by two or more directors shall be made in writing delivered to
\nthe president or secretary of the Club, and shall set forth the purpose of such meeting. If the president fails
\nto call a special meeting and cause proper notice to be given therefore within five business days of
\nreceiving a valid request, the directors making the demand may call the meeting, fix the date, time and
\nplace within the city of Corvallis for the meeting, and cause proper notice to be given.
\n 4.8 Notice.
\n 4.8.1 Requirement. Notice of any special meeting, or of any regular meeting at which a matter is to be
\nconsidered for which notice is specifically required by the Oregon Nonprofit Corporation Act or these
\nBylaws, shall be given at least two days prior to the meeting, either orally by telephone or in person, or by
\nwritten notice delivered personally, mailed or e-mailed to each director at the director\u2019s address shown on
\nthe records of the Club. If mailed, such notice shall be deemed delivered on the fourth day after deposit in
\nthe United States mail, properly addressed, with first-class postage prepaid. If e-mailed, such notice shall be
\ndeemed delivered on the date of transmission. It shall be the policy of the Club to require that reasonable
\nefforts be made in good faith to achieve actual notice to each director when notice is required under this
\nparagraph 4.8.
\n 4.8.2 Waiver of Notice. Whenever any notice is required to be given to any director of the Club under
\nthe provisions of these Bylaws or under the provisions of the Oregon Nonprofit Corporation Act, a waiver
\nthereof in writing, signed by the person or persons entitled to such notice, whether before or after the time
\nstated therein, shall be deemed equivalent to the giving of such notice. The attendance of a director at a
\nmeeting shall constitute a waiver of notice of such meeting, except where a director attends the meeting for
\nthe express purpose of objecting to the transaction of any business because the meeting is not lawfully
\ncalled or convened.
\n 4.9 Quorum. A majority of the members of the Board of Directors in office immediately before
\ncommencement of the meeting shall constitute a quorum for the transaction of business at any meeting of
\nthe Board of Directors. Directors shall be deemed to be present at any regular or special meeting where all
\ndirectors participating may simultaneously hear each other during the meeting, irrespective of whether or
\nnot they are present in the same location, or by a telephonic or electronic conference.
\n 4.10 Presumption of Assent. A director who is present at a meeting of the Board of Directors at which
\naction on any corporate matter is taken shall be presumed to have assented to the action taken unless his or
\nher dissent is entered in the minutes of the meeting or unless he or she shall file his or her written dissent to
\nsuch action with the person acting as the secretary of the meeting before the adjournment thereof, or shall
\nforward such dissent by registered mail to the secretary of the Club immediately after the adjournment of
\nthe meeting. The right to dissent shall not apply to a director who voted in favor of the action.
\n 4.11 Manner of Acting.
\n 4.11.1 At a Meeting. Unless expressly provided otherwise in these Bylaws or the Oregon Nonprofit
\nCorporation Act, the act of a majority of the directors present at a meeting at which there is a quorum
\npresent shall be the act of the Board of Directors.
\n 4.11.2 Without a Meeting. Any action required or permitted to be taken at a meeting of directors may
\nbe taken without a meeting if a written consent setting forth the action so taken is signed by all the directors
\nentitled to vote on the action. Such consent shall have the same force and effect as a unanimous vote of the
\ndirectors.
\n 4.12 Removal.
\n 4.12.1 By Directors. Except as provided in paragraph 4.5, any director may be removed from office
\nwith cause at any meeting of the Board of Directors at which there is a quorum by a vote of two-thirds of
\nthe remaining directors in attendance, provided that prior notice that removal will be considered at the
\nmeeting is given to directors in the manner provided in paragraph 4.8.1.
\n 4.12.2 By Members. Any director may be removed from office with or without cause at any meeting
\nof members at which there is a quorum by a vote of two-thirds of the members in attendance, provided that
\nprior notice that removal will be considered at the meeting is given to members in the manner provided in
\nparagraph 3.7.1.
\n 4.13 Vacancies. If a director resigns or otherwise becomes unable or unwilling to complete his or her
\nentire term of office for any other reason, including removal by the members, the vacancy shall be
\ntemporarily filled until the next Annual Meeting by the affirmative vote of a majority of the remaining
\ndirectors. At the next Annual Meeting, a successor shall be elected by the members to fill the remainder of
\nthe term or to serve a full new term, as the case may be.
\n5. OFFICERS
\n 5.1 Number. The officers of the Club shall be the president, vice president, secretary, and treasurer.
\nOther officers may be appointed by the affirmative vote of a majority of the Board of Directors, to serve
\nuntil expiration of the term specified by the Board of Directors or until the next Annual Meeting, whichever
\noccurs first.
\n 5.2 Election and Term of Office.
\n 5.2.1 Election. The vice president, secretary and treasurer shall be elected by the members at the
\nAnnual Meeting. The vice president shall succeed to the office of president at the next Annual Meeting
\nafter his or her election. If the election of officers is not held at the Annual Meeting, the election shall be
\nheld as soon thereafter as convenient, with notice therefore given in the manner provided in paragraph
\n3.7.1. The Nominating Committee shall present not more than two nominees for the position of vice
\npresident, secretary and treasurer in sufficient time for nominees to be included in the notice of the Annual
\nMeeting at which elections are to be held. Additional nominations may be made from the floor by the
\nmembers at the meeting.
\n 5.2.2 Removal and Resignation. Any officer may be removed with or without cause by the affirmative
\nvote of two-thirds of the members at any meeting of members at which there is a quorum, provided that
\nprior notice that removal will be considered at the meeting has been given to members in the manner
\nprovided in paragraph 3.7.1. Any director removed in accordance with paragraph 4.12 who was occupying
\nany other office of the Club shall be deemed to have been removed from such office. Any officer of the
\nClub may resign at any time by giving written notice to the president or the secretary of the Club. Any such
\nresignation shall take effect at the later of the date of actual receipt, two days after its postmark if mailed by
\nUnited States mail, first-class postage prepaid, and correctly addressed, or the time specified therein, if any.
\n 5.4 Vacancies.
\n 5.4.1 President, Secretary, Treasurer. If the office of president becomes vacant for any reason at any
\ntime, the vice president shall immediately succeed to the office of president for the remainder of the term
\nand the next succeeding term. If the office of secretary or treasurer becomes vacant for any reason at any
\ntime, the vacancy shall be filled by the Board of Directors for the unexpired portion of the term.
\n 5.4.2 Vice President.
\n 5.4.2.1 If the office of vice president becomes vacant at any time for any reason other than
\nsuccession of the previous vice president to the office of president, the vacancy shall be filled by a special
\nelection of the members at the next regular or special meeting of members for which notice is given in the
\nmanner provided in paragraph 3.7.1. The vice president selected at such special election shall fill the
\nremainder of the term as vice president, and shall succeed to the office of president at the next Annual
\nMeeting.
\n 5.4.2.2 If the office of vice president becomes vacant because of succession of the previous vice
\npresident to the office of president, the vacancy shall be filled by a special election of the members at the
\nnext regular or special meeting of members for which notice is given in the manner provided in paragraph
\n3.7.1. The vice president selected at such special election shall fill the remainder of the term and the next
\nsucceeding term prior to becoming president.
\n 5.5 Duties of Officers.
\n 5.5.1 President. The president shall be the principal executive officer of the Club, and, subject to
\ncontrol by the Board of Directors, shall supervise all the business and affairs of the Club. The president
\nshall preside at all meetings of the Board of Directors and of the members, and in general shall perform all
\nduties incident to the office of president and such other duties as may be prescribed by the Board of
\nDirectors. The president may sign, with the secretary or any other proper officer of the Club authorized by
\nthe Board of Directors, any contracts or other instruments which the Board of Directors has authorized to
\nbe executed, except in cases where the signing and execution thereof shall be expressly delegated by the
\nBoard of Directors or these Bylaws to some other officer or agent of the Club, or shall be required by law
\nto be otherwise signed or executed.
\n 5.5.2 Vice president. In the absence of the president or in the event of the president\u2019s death, inability or
\nrefusal to act, the vice president shall perform the duties of the president, and when so acting, shall have all
\nthe powers of and be subject to all the restrictions upon the president. The vice president shall perform such
\nduties as from time to time may be assigned to the vice president by the president or the Board of Directors.
\n 5.5.3 Secretary. The secretary shall keep or cause to be kept at the principal office, or at such other
\nplace as the Board of Directors may order, a book of minutes of all meetings of directors showing the time
\nand place of the meeting; whether the meeting was regular or special and, if a special meeting, how
\nauthorized; the notice given; the names of those present; and the proceedings thereof. The secretary shall in
\ngeneral perform all duties incident to the office of secretary, including but not limited to maintaining an
\naccurate list of members, compliance with record keeping and filing requirements of the Corporation
\nDivision of the office of the Oregon Secretary of State and the Internal Revenue Service pertaining to the
\nClub\u2019s corporate and tax-exempt status, and such other duties as from time to time may be assigned to the
\nsecretary by the president or the Board of Directors.
\n 5.5.4 Treasurer. The treasurer shall be responsible for the funds of the Club, shall pay them out only
\non the checks of the Club signed in the manner authorized by the Board of Directors, shall deposit and
\nwithdraw such funds in such depositories as may be authorized by the Board of Directors with the advice of
\nthe Finance Committee, and shall keep full and accurate accounts of receipts and disbursements in books
\nmaintained at the Club\u2019s principal office or at such other place as the Board of Directors may approve or
\norder. The treasurer shall in general perform all of the duties incident to the office of treasurer, including
\npreparation and presentation of annual and monthly financial reports and such other duties as from time to
\ntime may be assigned to the treasurer by the president or the Board of Directors.
\n6. CONTRACTS, LOANS, CHECKS AND DEPOSITS
\n 6.1 Contracts. Except as otherwise provided in these Bylaws, the Board of Directors may authorize any
\nofficer or agent of the Club to enter into any contract or execute any instrument in the name of and on
\nbehalf of the Club. Such authority may be general or confined to specific instances. Unless so authorized by
\nthe Board of Directors, or unless inherent in the authority vested in the office under the provisions of these
\nBylaws, no officer, agent or employee of the Club shall have any power or authority to bind the Club by
\nany contract or engagement, or to pledge its credit, or to render it liable for any purpose or for any amount.
\nThe Board of Directors shall adopt policies and procedures from time to time establishing fair and
\nreasonable procedures for awarding contracts for the provision of goods or services to the Club.
\n 6.2 Loans to Club. No loans shall be contracted on behalf of the Club and no evidences of indebtedness
\nshall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may
\nbe general or confined to specific instances.
\n 6.3 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other debt
\nissued in the name of the Club, shall be signed by such officer or officers, agent or agents of the Club and
\nin such manner as shall from time to time be determined by resolution of the Board of Directors.
\n 6.4 Deposits. All funds of the Club not otherwise employed shall be deposited from time to time to the
\ncredit of the Club in such banks, trust companies or other depositories as the Board of Directors may select.
\n 6.5 Prohibited Loans. The Club shall not lend money to, or guaranty the obligations of, any director,
\nofficer, member or employee of the Club.
\n7. COMMITTEES
\n 7.1 In General. All committees of the Club, and any subcommittees thereof, shall be comprised of
\nmembers in good standing. Except as provided in paragraph 7.2.7, committees shall be appointed by the
\npresident subject to approval by the Board of Directors at a meeting at which there is a quorum.
\nAppointments shall be effective upon approval by the Board of Directors, and shall expire at the next
\nannual organizational meeting of the Board of Directors following appointment, unless otherwise specified
\nat the time of appointment. Appointees shall be subject to earlier removal by the Board of Directors at a
\nmeeting at which there is a quorum, following a request for removal by the chair of the committee or by the
\npresident; and shall be automatically removed from a committee without action by the directors if the
\nappointee ceases to be a member in good standing. The president shall appoint the chairpersons of all
\ncommittees.
\n 7.2 Standing Committees. At the organizational meeting of the initial directors, and at each annual
\norganizational meeting of the Board of Directors thereafter, the president shall present at least one nominee
\nfor appointment to chair each of the standing committees of the Club. The Chair of each standing
\ncommittee shall be a member of the Board of Directors. The standing committees shall undertake such
\nresponsibilities as may be assigned by the Board of Directors, in addition to those set forth below. The
\nstanding committees of the Club shall be the following:
\n 7.2.1 Communications and Marketing. The Communications and Marketing Committee shall advise
\nthe Board of Directors regarding the method and content of communications to members and the public,
\nand the manner in which any report of the Club shall be made public. The Communications and Marketing
\nCommittee shall be responsible for production and distribution of the Club\u2019s newsletter, bulletins,
\nadvertisements, flyers or other publications regularly distributed for the benefit of the members and to
\npromote Club activities to the public. The secretary shall be a member, but not necessarily the chair, of the
\nCommunications and Marketing Committee.
\n 7.2.2 Program. The Program Committee shall arrange the programs and facilities for the meetings of
\nthe Club.
\n 7.2.3 Membership. The Membership Committee shall recommend and implement adopted policies and
\npractices regarding membership in the Club; monitor compliance with membership requirements; provide
\norientation to new members of the Club; and recommend and perform any host functions for the Club as
\napproved by the Board of Directors.
\n 7.2.4 Finance. The Finance Committee shall advise the Board of Directors and the treasurer in all
\nfinancial matters pertaining to the Club; shall draft the Club\u2019s annual budget for submission to the Board of
\nDirectors at a time determined by the Board of Directors; and shall design and implement, subject to
\napproval by the Board of Directors, a financial development plan for the Club. The treasurer shall be a
\nmember, but not necessarily the chair, of the Finance Committee.
\n 7.3 Special Committees. Subject to approval by the Board of Directors, the president may establish such
\nspecial committees from time to time as he or she deems necessary for the effective management of the
\nClub, including study groups to conduct the research activities of the Club.
\n 7.4 Nominating Committee. The Nominating Committee shall consist of at least three members, to be
\nappointed by the president subject to approval by the Board of Directors. If available, the immediate past
\npresident shall serve as a nonvoting member of the Committee. The Nominating Committee shall present
\nnominees for vacant positions as officers and directors of the Club for election at the Annual Meeting and
\nat any other meeting of members at which an election is to held, as provided in paragraphs 4.4 and 5.2.3.
\n8. INDEMNIFICATION OF DIRECTORS AND OFFICERS
\n 8.1 Directors and Officers. The Club shall indemnify to the fullest extent permitted by law, any person
\nwho is made, or threatened to be made, a party to or witness in, or is otherwise involved in, any threatened,
\npending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or
\notherwise (including any action, suit or proceeding by or in the right of the Club) by reason of the fact that
\nthe person is or was a director or officer of the Club.
\n 8.2 Employees and Other Agents. The Club may indemnify its employees and other agents to the fullest
\nextent permitted by law.
\n 8.3 Advances of Expenses. The expenses incurred by a director or officer in connection with any
\nthreatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative,
\ninvestigative or otherwise, which the director or officer is made or threatened to be made a party to or
\nwitness in, or is otherwise involved in, shall be paid by the Club in advance upon written request of the
\ndirector or officer, if the director or officer:
\n 8.3.1 Affirmation of Entitlement. Furnishes the Club a written affirmation of his or her good faith
\nbelief that he or she is entitled to be indemnified by the Club; and
\n 8.3.2 Undertaking to Repay. Furnishes the Club a written undertaking to repay such advance to the
\nextent that it is ultimately determined by a court that he or she is not entitled to be indemnified by the Club.
\nSuch advances shall be made without regard to the person\u2019s ability to repay such expenses and without
\nregard to the person\u2019s ultimate entitlement to indemnification under this paragraph or otherwise.
\n 8.4 Nonexclusivity of Rights. The rights conferred on any person by this paragraph 8 shall be in addition
\nto any rights to which a person may otherwise be entitled under any articles of incorporation, bylaw,
\nagreement, statute, policy of insurance, vote of the Board of Directors, or otherwise.
\n 8.5 Survival of Rights. The rights conferred on any person by this paragraph shall continue as to a person
\nwho has ceased to be a director, officer, employee or agent of the Club; and shall inure to the benefit of the
\nheirs, executors and administrators of such person.
\n 8.6 Amendments. Any repeal of this paragraph shall be prospective only and no repeal or modification of
\nthis paragraph 8 shall adversely affect any right or protection that is based upon this paragraph 8 and that
\npertains to an act or omission that occurred prior to the time of such repeal or modification.
\n9. TRANSACTIONS BETWEEN CLUB AND INTERESTED DIRECTORS
\n 9.1 Conflict of Interest. A transaction with the Club in which a director of the Club has a direct or
\nindirect interest is not voidable by the Club solely because of the director\u2019s interest in the transaction if
\neither (1) the material facts of the transaction and the director\u2019s interest were disclosed or known to the
\nBoard of Directors, and the Board of Directors authorized, approved or ratified the transaction; or (2) the
\ntransaction was fair to the Club and is subsequently ratified by the Board of Directors. Authorization,
\napproval or ratification occurs if two-thirds of the members of the Board of Directors who have no direct or
\nindirect interest in the transaction vote to authorize.
\n 9.2 Disqualification. A director of the Club shall not be disqualified by the director\u2019s office from
\ncontracting with the Club as vendor, purchaser, or otherwise; nor shall any contract or arrangement entered
\ninto by or on behalf of the Club in which any director is in any way interested be voided on that account,
\nprovided that such contract or arrangement shall have been approved or ratified by two-thirds of the
\nmembers of the Board of Directors who have no direct or indirect interest in the transaction.
\n10. MISCELLANEOUS
\n 10.1 Meeting Procedures. All meetings of members, the Board of Directors or any committee shall be
\ngoverned by \u201cRobert\u2019s Rules of Order\u201d to the extent not inconsistent with these Bylaws, the Articles of
\nIncorporation, or the Oregon Nonprofit Corporation Act.
\n 10.2 Fiscal Year. The fiscal year of the Club for tax and accounting purposes shall begin and end at such
\ntime as the Board of Directors shall provide, which may but shall not be required to coincide with the
\nClub\u2019s membership year.
\n 10.3 Amendment of Bylaws.
\n 10.3.1 Initiation. Changes to these Bylaws may be initiated by majority vote of the Board of
\nDirectors adopting a proposed amendment or restatement and referring the same to a vote of the members,
\nor by written petition signed by at least 10 percent of the members in good standing, setting forth the
\namendment or restatement in whole, delivered to the president or secretary.
\n 10.3.2 Adoption. Properly initiated changes to these Bylaws shall be adopted upon approval by twothirds
\nof the members present at any meeting of members at which there is a quorum, provided that notice
\nof the proposed changes is given to the members with notice of the meeting at which the action is proposed
\nin accordance with the provisions of paragraph 3.7.1.\n\n<\/p>\n
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