Bylaws of Outdoor Education Adventures
ARTICLE I. NAME
The name of this corporation is Outdoor Education Adventures herein called OEA. It shall be a nonprofit organization incorporated under the laws of the State of Oregon.
ARTICLE II. PURPOSE
This Corporation shall be organized and operated for charitable 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 of 1954 (or its corresponding future provisions). This Corporation shall hold its primary purposes to be providing nature education programs for youth and adults that encourage hands-on learning and exploring in the outdoors.
ARTICLE III. NON-MEMBERSHIP
This corporation shall have no members as that term is defined by Oregon Revised Statutes Chapter 65, but may have members for other purposes. These members shall have none of the rights or duties described in ORS Chapter 65 (or any corresponding future statute).
ARTICLE IV. BOARD OF DIRECTORS
Section 1: General Powers. The Board of Directors shall manage the overall policy and direction of the corporation and will delegate responsibility of day-to-day operations to the staff, contractors, and committees.
Section 2: Number. The number of directors of this Corporation shall consist of no less than three (3) and no more than ten (10) directors.
Section 3: Qualification. Membership on the Board of Directors shall be open to all persons with a demonstrated commitment to advancing the interests of OEA and will not be restricted on the basis of race, color, religion, age, national origin, gender, disability, sexual orientation, or other legally protected class.
Section 4: Nomination and Election. During the last quarter of the fiscal year of the corporation the Board of Directors shall elect Directors to replace those whose terms will expire at the end of the fiscal year. This election shall take place during a regular meeting of the directors, called in accordance with provisions of these bylaws. New Board members may be nominated by any current Board member throughout the fiscal year. Candidates must receive a simple majority of voting Board members to join the board.
Section 5: Terms. The term of office of each director shall be three years. Directors may be elected to successive terms of office without limitation on the number of terms they may serve. Resignation from the board must be in writing and received by the secretary.
Section 6: Removal. Any director may be removed, with or without cause, by a vote of two-thirds of the directors then in office.
Section 7: Vacancies. Vacancies on the Board of Directors shall be filled by an affirmative vote of a majority of the directors then in office at a regular or special meeting called for that purpose. Such appointees shall complete the unexpired term. and, at the conclusion of the unexpired term, shall be eligible for a three year term.
Section 8: Quorum and Action. At any meeting of the Board of Directors a majority of the directors then in office shall constitute a quorum. If a quorum is present, action is taken by a majority vote of the directors present, except as otherwise provided by these bylaws. Where the law or these bylaws requires a majority vote of the directors in office, such action is taken by that majority as required. The Board of Directors action may be taken by a quorum vote of its members via telephone calls or through email initiated by the Chair. A reasonable effort must be made to contact all Board of Directors members for a vote.
Section 9: Regular Meetings. Regular meetings of the Board of Directors shall be held at least quarterly at a date, time and place as shall be determined by the Board of Directors. No other notice of the date, time, place, or purpose of these meetings is required.
Section 10: Special Meetings. The Board Chair or any two members of the executive committee may call a special meeting providing a 15-day written notice stating the purpose of the meeting is given to all Board of Directors members. Only stated items of business may be acted upon.
Section 11: 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.
Section 12: No Salary. Directors shall not receive salaries for their board services but may be reimbursed for authorized expenses related to Board service.
Section 13: Action by Consent. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if consent in writing, setting forth the action to be taken, shall be signed by all the directors.
ARTICLE V. COMMITTEES
Section 1: Committee Formation. The board may create committees as deemed necessary and desirable. Committee members may consist of community members not on the board of directors. Committee chairs must be a board member and may be appointed either by the board of directors or committee members. Such committees may exercise the authority of the Board of Directors or may be advisory committees.
Section 2: Executive Committee. The Officers will serve on the Executive Committee and shall have the power to exercise all of the powers of the Board between board meetings, except those powers specified in Section 5 below; shall cause strategic, long-range planning to be done; shall have the authority to make financial and budgetary decisions, and shall perform other duties as the Board of Directors may prescribe from time to time. Action may be taken by an affirmative vote of a majority of Committee members, provided a quorum is present. Executive Committee actions shall be reported in full to the Board of Directors at its next regular meeting.
Section 3: Terms. The term of a committee chair and committee members shall be one year. Chairs and members may be appointed to successive terms.
Section 4. Quorum and Action. A quorum at a meeting of a standing committee shall be a majority of all committee members. If a quorum is present, action may be taken by a majority vote of committee members present.
Section 5: 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; approve dissolution, merger, or, the sale, pledge, or transfer of all or substantially all of the corporation’s assets; elect, appoint, or remove Directors or fill vacancies on the Board or on any of its committees; nor adopt, amend, or repeal the Articles, Bylaws, or any resolution by the Board of Directors.
ARTICLE VI. OFFICERS
Section 1: Titles.The officers of the corporation shall be a President, Secretary, and Treasurer; and such other officers may be elected in accordance with the provisions of this article. The offices of Secretary and Treasurer may be held by the same person. All officers of this corporation must be members of the Board of Directors.
Section 2: Nomination and Election. Officers shall be elected or re-elected by a majority vote of a quorum of the Board of Directors during the last quarter of the fiscal year of the corporation.
Section 3: Terms. Officers shall serve for a term of two years or until their successors are duly elected except that no officer shall be elected to the same office for more than two consecutive terms. Officers so elected shall serve a term beginning on the first day of the next fiscal year.
Section 4: Vacancy. A vacancy in any office shall be filled by the Board of Directors no later than the first regular meeting of the Board of Directors following the meeting at which the vacancy was reported.
Section 5. Other Officers. The Board of Directors may elect or appoint such other officers and agents as it shall deem necessary or desirable. They shall hold their offices for such terms and shall have such authority and perform such duties as shall be determined by the Board of Directors.
Section 6. Removal. Any person elected or appointed by the Board may be removed from office by a vote of a majority of the Board members then serving on the Board. Removal as an officer shall not necessarily mean removal as a Board member.
Section 7. President. The President of the Board of Directors ensures the effective action of the Board in governing and supporting the organization, and oversees Board affairs; shall preside at all meetings of the Board of Directors and Executive Committee or appoint another Officer to act in their absence; recommends to the Board which committees are to be established; shall appoint the chair of each committee and coordinates individual Board member assignments; shall approve the appointment of any non-Board member to a committee; establishes search and selection committee for hiring Staff; shall recommend to the full Board for final approval the compensation of Staff; shall counsel and advise Staff; and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall have any other powers and duties as may be prescribed from time to time by the Board of Directors. The President is an ex-officio member of all committees.
Section 9. Secretary. The Secretary of the Board of Directors shall have overall responsibility for all record keeping of the Board. Under the direction and supervision of the President of the Board of Directors, the Secretary shall perform, or cause to be performed, the following duties: official recording of the minutes of all meetings of the Board of Directors and Committees and actions; retain all records relating to the hiring and performance review and termination of program staff; retain the Board Policy Manual and ensure that it is up to date; and any other duties as may be prescribed by the Board of Directors.
Section 10. Treasurer. The Treasurer of the Board of Directors shall have overall responsibility for all corporate funds. The Treasurer shall perform, or cause to be performed, the following duties: keeping of full and accurate accounts of all the financial records of the corporation; the deposit of all monies 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; the disbursement of all funds when proper to do so; making financial reports as to the financial condition of the corporation to the Board of Directors; and any other duties as may be prescribed by the Board of Directors.
Section 11. Powers and Duties of Other Officers. Any other officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the Board of Directors. In the absence of such specifications, each officer shall have the powers and authority and shall perform and discharge the duties of officers of the same title serving in nonprofit corporations having the same or similar general purposes and objectives as this corporation.
ARTICLE VII – DIRECTOR AND STAFF
The Board of Directors shall employ a Program Director(s) as needed and shall authorize the employment of other employees as are needed to carry out the purposes of the corporation if no program director is in place. The program director(s) shall select the other employees who shall be hired after ratification of their selections by the Board of Directors. The program director(s) has day-to-day responsibilities for the organization, including carrying out the organization’s goals and policies. The director(s) will attend all board meetings, report on the progress of the organization, answer questions of the board members, and carry out the duties described in the job description. The director(s) is a non-voting member of the board of directors. The board can designate other duties as necessary. The salary or wages and other terms of employment shall be set by the Board of Directors, who may enter into contracts of employment with such employees on behalf of the corporation. The Board of Directors may elect to contract certain duties as needed.
ARTICLE VIII. NON-DISCRIMINATION POLICY
It shall be the operational policy of this Corporation not to discriminate against any person on the basis of race, color, sex, sexual orientation, gender identity, religion, creed, marital status, parental status, national origin, disability, genetic information, or political belief. This policy includes, but is not exclusive of, hiring, firing, layoffs, promotions, wages, training, disciplinary action or any other terms, privileges, conditions, or benefits or employment, as well as non-discrimination in the providing of any services offered by this Corporation.
ARTICLE IX. CORPORATE INDEMNITY
This Corporation will indemnify to the fullest extent not prohibited by law any person who is made or threatened to be made a party to an action, suit, or other proceeding, by reason of the fact that the person is or was a director or officer of this Corporation or a fiduciary within the meaning of the Employee Retirement Income Security Act (or its corresponding future provisions) with respect to any employee benefit plan of this Corporation. No amendment to this Article that limits this Corporation’s obligations to indemnify any person shall have any effect on such obligation for any act or omission that occurs prior to the later of the effective date of the amendment or the date notice of the amendment is given to the person. This Corporation shall interpret this indemnification provision to extend to all persons covered by its provisions the most liberal possible indemnification – substantively, procedurally, and otherwise.
ARTICLE X. AMENDMENT OF BYLAWS
These Bylaws may be amended or repealed, and new Bylaws adopted by the Board of Directors by an affirmative vote of two-thirds of directors present, if a quorum is present. Prior to the adoption of the amendment, each Director shall be given at least ten 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.
These bylaws were approved at a meeting of the board of directors by a simple majority vote on: 4/10/2020