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OSSCC
Bylaws
ARTICLE I: NAME
The name of this organization shall be the Oregon Safe Schools and
Communities Coalition, hereinafter, OSSCC.
ARTICLE
II: OFFICE
The principal office for the transaction of the business of OSSCC
shall be located in Multnomah County in the State of Oregon. The
registered agent of OSSCC and registered office may be changed from
time to time by the Board of Directors. Such changes shall be filed
with the State Corporation Commissioner. OSSCC may have other such
offices as determined from time to time by the Board.
ARTICLE
III: PURPOSE
OSSCC is organized exclusively for charitable and educational purposes.
OSSCC seeks to create safe schools and communities where every family
can belong, every educator can teach, and every child can learn
regardless of actual or perceived sexual orientation or gender identity.
The OSSCC believes that all youth deserve to feel safe and welcome
in our schools and communities. We seek to achieve this mission
in three ways: 1. Education, 2. Data Collection, and 3. Support
Services.
ARTICLE
IV: PROHIBITED ACTIVITIES
No part of the net earnings of OSSCC shall inure to the benefit
of, or be distributable to its members, trustees, officers, or other
private persons, except that OSSCC shall be authorized and empowered
to pay reasonable compensation for services rendered and to make
payments and distributions in furtherance of the Purpose set forth
in Article III herein. No substantial part of the activities of
OSSCC shall be the carrying on of propaganda, or otherwise attempting
to influence legislation, and OSSCC 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 these bylaws, OSSCC shall
not carry on any other activities not permitted to be carried on
(a) by a corporation exempt from federal income tax under section
501(c)3 of the Internal Revenue Code, or corresponding section of
any future federal tax code, or (b) by a corporation, contributions
to which are deductible under 170(c)2 of the Internal Revenue Code
or corresponding section of any future federal tax code.
ARTICLE
V: MEMBERSHIP
A. GENERAL QUALIFICATIONS: Qualifications for membership in OSSCC
are: Any organization or individual who subscribes to the purpose
and mission of OSSCC shall be eligible to become a member. No organization
or individual shall be excluded from membership, segregated or otherwise
discriminated against within OSSCC because of age, color, economic
status, education, marital status, national origin, parenthood,
race, ethnicity, religion, gender, sexual orientation, gender identity
or physical handicap. From time to time the Board of Directors shall
designate the fees required for membership and may, if necessary,
designate other classes of membership.
B.
VOTING RIGHTS: Each member, whether individual or organization,
who has been accepted for membership at least thirty days (30) prior
to the date of any meeting of membership, shall be entitled to one
(1) vote on each matter submitted to a vote of the general membership.
A person who has an individual membership and also represents a
member organization shall have only one vote. The Secretary's records
shall be the authority in determining voting eligibility.
C.
TERMINATION OF MEMBERSHIP: The Board may suspend or expel a member
for cause by affirmative vote of two-thirds of all Directors after
an appropriate hearing.
D.
TRANSFER OF MEMBERSHIP: Membership in this corporation is not transferable
or assignable.
E.
RENEWAL OF MEMBERSHIP: All memberships shall be renewable in September
of each year.
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ARTICLE VI: MEETINGS
A. ANNUAL MEETINGS: An Annual Meeting of the members shall be held
in the spring of each year. At least thirty (30) days written notice
shall be given to each member of the time and place of the Annual
Meeting.
B.
PURPOSE: The purpose of the Annual Meeting shall be to review the
activities of OSSCC over the past year, to consider goals for the
ensuing year and to elect members to the Board of Directors.
C.
SPECIAL MEETINGS: Special meetings may be called by the Chair of
the Board or one-third of the voting members. Written notice setting
the place, day and hour of the meeting and the purpose(s) for which
the meeting is called shall be delivered to each member not less
than seven nor more than 50 days before the date of the meeting,
and by or at the direction of the persons calling the meeting. If
mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, with postage fully prepaid thereon, and
addressed to the member at the most recent address of the member
as it appears on the records of OSSCC. Meetings may be held by telephone.
D.
QUORUM: Those members present at the Annual Meeting of members shall
constitute a quorum.
E.
PARLIAMENTARY AUTHORITY: Robert's Rules of Order, latest revised
edition, shall govern OSSCC in all meetings of the Board and membership,
and in which they are not inconsistent with these Bylaws.
ARTICLE
VII: BOARD OF DIRECTORS
A. POWERS: The affairs of OSSCC shall be managed by the Board of
Directors, hereinafter, the Board, and shall include the setting
of policy and operating procedures.
B.
NUMBER & QUALIFICATIONS: The Board shall consist of at least seven
and no more than thirteen Directors, who are current members of
OSSCC, the exact number to be fixed by resolution of the Board from
time to time.
C.
TERM OF OFFICE: Each Director shall serve for a term of two years,
beginning September 1. Directors will serve staggered terms, with
at least one-half being elected each year.
D.
ELECTION OF BOARD: Elections to the Board shall be held each year
at the Annual Meeting. A nominating committee of the Board shall
be formed for the purpose of recommending candidates for election
to the Board. Additional nominations also may be made by members
at the Annual Meeting.
E.
ELECTION OF OFFICERS: Election of the officers of the Board, who
must be members of the Board, shall be held each year at the September
Board meeting.
F.
REGULAR MEETINGS: Regular meetings of the Board shall be held at
the times and places designated by the Board. At least four meetings
shall be held annually.
G.
SPECIAL MEETINGS: Special meetings of the Board may be called by
the Chair or by one-third of the Board. The purpose(s) of the meeting
shall be specified in the notice announcing the meeting.
H.
NOTICE: Written notice of the time, date and place of all regular
and special meetings of the Board, including a tentative agenda,
shall be sent by or at the direction of the Chair to all members
of OSSCC at least one week before the date set for the meeting.
I.
VOTING: A quorum for a Board meeting shall consist of half the Directors
plus one then in office. Each Director is entitled to one vote at
all meetings of OSSCC. Members shall be allowed to attend Board
meetings, but shall not be entitled to vote at these meetings. The
Board may establish by resolution a process for input during decision-making
to be used at all Board meetings prior to voting.
J.
VACANCIES: Vacancies on the Board shall be filled by election by
the Board and anyone so elected shall serve for the remainder of
the unexpired term of her or his predecessor in office.
K.
REMOVAL: Any Director may be removed from the Board, for cause,
by a two-thirds vote of the members of the Board. Any Director whose
removal has been proposed shall be given an opportunity to be heard
at any meeting called for such purpose. A Director may be removed
by a vote of the Board if such Director has missed three (3) consecutive
meetings of the Board.
L.
COMPENSATION: A Director shall not receive compensation for service
rendered to OSSCC as a member of the Board. However, any Director
may be reimbursed for actual expenses incurred in the performance
of duties. Moreover, a Director may be compensated for special professional
services rendered to OSSCC, above and beyond the normal services
of a Director, if such compensation is approved by a majority vote
of the Board, prior to the rendering of the services, and such vote
is taken when the Director to be compensated is not voting
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ARTICLE VIII: OFFICERS
A. OFFICERS ENUMERATED: The officers of the Board shall be a Chair,
Vice Chair, Secretary, Treasurer and such other officers and assistant
officers as may be deemed necessary by the Board, each of whom shall
be elected by the Board, shall take office September 1 and shall
serve until their successors are duly elected and qualified. An
office may be held by two people simultaneously in which case each
person is fully responsible for assuring that the duties of the
office are carried out. In addition to the powers and duties specified
below, the officers shall have such powers and perform such duties
as the Board may prescribe.
B.
CHAIR: The Chair shall preside at all meetings of OSSCC, be the
chief executive officer of OSSCC, be responsible for notification
of meetings and perform all duties incident thereto. C. VICE CHAIR:
The Vice Chair shall act as Chair in the absence or disability of
the Chair and shall preside at meetings when directed by the Chair.
D.
SECRETARY: The Recorder shall keep accurate minutes of all meetings
of OSSCC, keep a record of correspondence and maintain a current
list of members.
E.
TREASURER: The Treasurer shall be responsible for all funds and
securities of OSSCC, for reporting regularly the financial condition
of OSSCC to the Board and for performing all the duties incident
to the office of Treasurer, including that all checks, drafts or
orders for payment of money, notes or other evidences of indebtedness
issued in the name of OSSCC, shall be signed by such officer or
officers, agent or agents, of OSSCC in such manner as shall be determined
by resolution of the Board and that all funds of OSSCC shall be
deposited on a regular basis to the credit of OSSCC in such banks,
trust companies, or other depositories as the Board may select.
F.
VACANCIES: Vacancies in any office arising from any cause may be
filled by the Board at any regular or special meeting.
G.
REMOVAL: Any officer may be removed from office, for cause, by the
Board. Such officer must be given written notification of the reasons
for such removal and be given the opportunity to respond in writing
and orally at a meeting of the Board. Any officer may resign at
any time, giving written notice to the Board, the Chair, or the
Secretary. Such resignation shall take effect on the date of receipt
of notice or any later time specified therein. The acceptance of
such resignation shall not be necessary to make it effective .
ARTICLE
IX: COMMITTEES
The Board shall from time to time appoint such committees as deemed
appropriate in carrying out its purposes..
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ARTICLE
X: ADMINISTRATIVE & FINANCIAL PROVISIONS
A. LOANS PROHIBITED: No loans shall be made by OSSCC to any officer
or to any Director.
B.
GIFTS: The Board may accept on behalf of OSSCC any contribution,
gift, bequest or device for the general purposes or for any special
purposes of OSSCC.
C.
FISCAL YEAR: The fiscal year of OSSCC shall begin on the first day
of September in any one year and end on the last day of August of
the following year .
ARTICLE
XI: ACTIONS BY WRITTEN CONSENT
Any corporate action required or permitted by these Bylaws, or by
the laws of the State of Oregon, to be taken at a meeting of the
members or Directors of OSSCC may be taken without a meeting if
a consent in writing, setting forth the action so taken, shall be
signed by all of the members or Directors entitled to vote with
respect to the subject matter thereof. Such consent shall have the
same force and effect as a unanimous vote and may be described as
such.
ARTICLE
XII: INDEMNIFICATION
Each Director and officer now or hereafter serving OSSCC and her/his
respective heirs, executors, and personal representatives may be
indemnified by OSSCC against expenses actually and necessarily incurred
by her/him in connection with the defense of any action, suit or
proceeding in which s/he is made a part by reason of being or having
been such Director or officer, except in relation to matters as
to which s/he shall be adjudged in such action, suit or proceeding
to be liable for gross negligence or misconduct in the performance
of duties; but such indemnification shall not be deemed exclusive
of any other rights to which such person may be entitled under any
bylaw, agreement, vote of the Board or members, or otherwise. Indemnification
requires an affirmative vote of a majority of the Board.
ARTICLE
XIII: AMENDMENT OF BYLAWS
These Bylaws may be altered, amended or repealed and new Bylaws
may be adopted by a majority vote of the members at the Annual Meeting
at which a quorum is present, provided that the proposed amendments
are submitted in writing to each member at least 30 days prior to
the meeting at which the amendment(s) will be considered.
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Adopted
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