As amended by vote of the Membership, March 3, 2019; plus a technical amendment to Article X to cite current statutes, passed by the Board on March 24, 2019
Article I. Corporate Purposes and Powers
The purposes of the Corporation are set forth in Article II of the Articles of Incorporation. To carry out these purposes, the Corporation has the general powers allowed by the Oregon Nonprofit Corporation law, ORS Chapter 65, or the corresponding provisions of future Oregon law, and the United States Internal Revenue Code of 1954, or the corresponding provision of any future Internal Revenue law, relating to tax-exempt corporations.
Article II. Contracts with Affiliated Events
- OSFCI shall establish a service agreement with the management of affiliated Events in the form of a Contract, expressly setting forth the nature of the affiliation and the responsibilities and grievance procedures of all parties to the Contract. OSFCI may also grant charters to organizations whose activities further the goals of the Corporation.
- All Contracts with the management of affiliated Events must include the following provisions, unless specifically waived in a given Contract by the Board of Directors:
- Event or Chartered Organization must conform to OSFCI corporate purposes set forth in Article II of the Articles of Incorporation.
- Event or Chartered Organization must be a permissible activity under Internal Revenue Service Code of 1954, §501(c)(3), or equivalent tax-exemption rules, and Oregon nonprofit corporation law.
- There must be one or more responsible parties, involved in the management of the Event or Chartered Organization, who act as agents representing the Event to OSFCI. OSFCI requires the legal names and current home addresses of these responsible agents.
- Proper books of account must be kept by the management of the Event or Chartered Organization and opened at any time upon order of the OSFCI President, Treasurer, Board of Directors or corporate Membership, except when such disclosure violates privacy policies adopted by a Chartered Organization and the OSFCI Board.
- The Event has one ex-officio seat on the OSFCI Board of Directors; likewise, OSFCI has one ex-officio seat in the management of the Event. The term of these seats is related to the duration of the Event, including its planning and settling processes. The OSFCI seat in the management of an affiliated Event is filled or assigned by the President of OSFCI. The management of the Event assigns the resident of its seat on the OSFCI Board of Directors.
- A Chartered Organization has one ex-officio seat on the OSFCI Board of Directors, the ex-officio director being assigned by the Organization’s governing body. The OSFCI Board may, at its discretion, require that an OSFCI Board member serve on the governing board or committee of a Chartered Organization. The OSFCI seat in the governing body of a Chartered Organization shall be filled or assigned by the President of OSFCI.
- All aspects of an Event or Chartered Organization that reflect on the corporate liability and the corporate image of OSFCI shall be subject to approval and review by the Board of Directors.
- All extensions of credit and other financial activities of the affiliated Event or Chartered Organization are subject to the approval and review of the Treasurer, President, and Board of Directors of OSFCI.
- The Corporation reserves the right to assess fees upon the management of an affiliated Event, as specified in the Contract.
- OSFCI and the management of an Event both have the right to own and use any mailing lists acquired by the Event.
- Any party to the Contract may terminate the Contract upon reasonable notice and conditions to be specified in each Contract. No reason or reasons for termination need be given. Termination of a Chartered Organization shall be governed by the Organization’s charter from OSFCI.
- A progress report must be given by the management of each Event or Chartered Organization at all regular Board of Directors’ meetings, including, but not limited to, a Treasurer and Registration report. The reports must be given in person by a representative of Events and in person or in writing by Chartered Organizations. The Board may require personal reports from the directors of Chartered Organizations.
Article III. Board of Directors
- The Board of Directors makes decisions of normal running of the Corporation including, but not limited to:
- What Events and Chartered Organizations OSFCI shall sponsor;
- Approving the Contract with the affiliated Event;
- Allocation of the funds and assets of OSFCI, within the restrictions imposed by these Bylaws, the Articles of Incorporation, or other law;
- Appointing the Officers of the Corporation; and,
- Other items relating to the execution of the corporate purpose.
- Terms of Directors
- Each Director shall serve a two (2) year term, unless an adjustment is needed to comply with Subclauses III, B, 2 and 3 below. The Directors’ terms shall last until the Annual Meeting marking the end of their terms of service and may be more, or less, than two full calendar years if the date of the Annual Meeting is changed.
- The terms of Directors shall be staggered, so that terms of half the Directors shall expire in even years and half in odd years. Should there be an uneven number of Directors, the term of one Director shall be chosen by lot to end in an odd year.
- Should at any time the staggered terms of Directors specified in III, B, 2 above not have been maintained, the terms of the Directors elected at the next election shall be adjusted to restore staggered terms. Newly elected Directors shall be chosen by lot to serve either one- or two-year terms, as needed to establish the staggered terms to comply with III, B, 2.
- To qualify as a Director, a person must be:
- A regular Member of the Corporation
- Of legal age of majority
- Nominated by the Board of Directors, or,
- Nominated by petition of one or more Members, or,
- To become a Director, a person must:
- Win a majority of the Members’ votes at a duly called General Meeting at which a quorum is present, or,
- In the case of filling a vacancy in the Board of Directors, a Director may be appointed from the general Membership by the Board of Directors at a duly called meeting of the Board, for a term to end at the next Annual General Meeting of the Membership.
- At the next Annual General Meeting of the Membership, a member shall be elected to fill the remainder of the term of office, or to a full two-year term if the previous term has expired.
- Directors may be removed as provided in the Oregon Revised Statutes chapter on nonprofit corporations.
- The Board of Directors shall consist of no fewer than three (3) and no more than ten (10) Directors. The Board will fix, by resolution, as necessary from time to time, the exact number of Directors within the above limits.
- Failure of Directors to Perform Duties
- Any Director who fails to attend two consecutive duly called meetings of the Board will be considered to have resigned their post, unless a majority of the remaining Directors deems the absence was justified.
- Any Director who fails to participate in two consecutive on-line votes of the Board will be considered to have resigned their post, unless a majority of the remaining Directors deems the failure to vote was justified.
Article IV. Officers
- Officers of the Corporation shall be President, Secretary, and Treasurer, and such other Officers or Assistant Officers as the Board of Directors deems necessary.
- Officers of the Corporation are appointed by the Board of Directors, under the standing rules adopted by the Board, with the advice and consent of the Membership of the Corporation.
- Officers must be Members of the Corporation.
- Officers shall also become ex-officio Directors if they are not Directors already.
- Officers shall serve a term specified by the Board of Directors, not to exceed eighteen (18) months unless reappointed by the Board.
- Officers may be removed as provided in the Oregon Revised Statues chapter on nonprofit corporations.
- No Officer of the Corporation shall hold a duplicate or a substantially similar position in the committee or other managing body of an OSFCI-affiliated Event.
Article V. Duties of Officers
- The President shall preside at meetings of the Board of Directors and the Members.
- The President shall have charge of the business of the Corporation in accordance with these Bylaws and the Articles of Incorporation. But in all cases the President shall be bound by the policies established by the Board of Directors. The President shall sign or otherwise approve all legal documents and contracts.
- The President or the President’s assignee may sit as an ex-officio member of any committees, conventions, or other managing groups of Events or Chartered Organizations affiliated with OSFCI.
- The President shall report at the Annual General Meeting on the activities undertaken by the board on behalf of the membership and those activities required by statute and other obligations imposed by law.
- The Secretary shall maintain records of the proceedings of all meetings and shall discharge other appropriate functions as the President or Board of Directors shall direct.
- The Secretary shall carry out official correspondence, preserve written records (except financial records), keep the Membership roll, provide notice of meetings of the Board of Directors and Membership, publish the Annual Reports, and shall record all votes.
- The Secretary shall have charge of maintaining and supplying copies of the Articles of Incorporation, Bylaws, Minutes of meetings, the Annual Report, and other official papers of the Corporation.
- The Secretary shall distribute the minutes of each Board meeting to the Board of Directors (and anyone else requesting a copy in writing or by email) within four (4) weeks of the meeting. Should an emergency arise, the Secretary may, with the prior approval of the President, delay such publication for one additional week.
- The Secretary shall inform Directors, officers, and ex-officio board members of the time and place of regularly scheduled board meetings at least fourteen (14) days before each meeting. Notice may be given by e-mail, phone, or letter, depending upon the preference of the Director, officer, and ex-officio board member. Members shall be informed of the time and place of regularly scheduled board meetings at least fourteen (14) days before each meeting through posting of an announcement on OSFCI’s web site. Directors, officers, and ex-officio board members shall be informed of emergency meetings at least twenty-four (24) hours prior to the meeting.
- The Treasurer shall receive, record, and safeguard all monies paid to OSFCI.
- The Treasurer shall keep full and accurate books of account of all financial transactions of the Corporation, shall open these books for inspection at any time deemed necessary by the Board of Directors, and shall render a financial statement when called upon by the Board of Directors.
- The Treasurer shall pay all bills duly approved by the Board of Directors and see that appropriate legal and tax forms are filed and taxes, fines, fees, or other levies are paid.
- Other positions may be created, and persons appointed thereto, by the Board of Directors.
- All legal instruments and other obligations of the Corporation of every nature and description shall be executed, countersigned, or otherwise approved by the President, and a copy must be provided to the Secretary.
- The Officers are responsible for maintaining appropriate records to account for all property purchased for or owned by the Corporation, and for corporate activities in general.
Article VI. Expenditures
The Board of Directors must approve all expenditures.
Article VII. General Meetings
- The Annual General Meeting of OSFCI shall be on the Monday following the first (1st) Sunday of each May beginning in 2020 at the Registered Office of the Corporation, or such other location as the Board of Directors may determine.
- Rescheduling of the Annual General Meeting
- By a unanimous vote of the Board, the Annual General Meeting can be re-scheduled for cause. The cause of the rescheduling must be clearly stated in the rescheduling notice.
- Additionally, the Secretary or President, with the agreement of at least two (2) other voting members of the Board, may reschedule the meeting without consulting the rest of the board if:
- the Governor of Oregon or any other appropriate official has declared a state of emergency that applies to the location where the meeting is to be held and the time when the meeting is to be held,
- Portland State University is closed because of inclement conditions, or
- The stated venue for the meeting is no longer available and insufficient time is available to provide notice of a new meeting location prior to the scheduled meeting date.
- The cause of the rescheduling must be clearly stated in the rescheduling notice, to include which of the above sub-clauses is being cited.
- The new meeting date must be at least two (2) weeks but no more than six (6) weeks from the date of the originally scheduled meeting.
- Notice of the rescheduling shall be sent to all members in the same manner as they received the original meeting notice and shall additionally be posted on all practical communication channels available to the Board.
- Special General Meetings
- The Board may, in extraordinary circumstances, call a Special General Meeting of the Membership, so long as the date of the proposed meeting is at least two months before the date of the Annual General Meeting.
- The Membership may require the Board to schedule a Special General Meeting by submitting a petition to the Secretary signed by at least twenty percent (20%) of the Membership, including electronic signatures.
- The Secretary shall inform all Members entitled to vote and all potential Members eligible for Membership of the location, date and time of all General Meetings of the Membership at least two (2) weeks in advance of the Meeting. By registering their intent with the Secretary, Members may vote by proxy at General Meetings.
- The quorum for the Annual General Meeting and any General Meeting shall be 35% of the membership.
Article VIII. Board Meetings
- The Board of Directors shall hold regular meetings during:
- The fourth week of February
- The fourth week of April
- The third week of June
- The second week of August
- The second week of October
- The second week of December
- Such meetings shall generally be held on the Monday of the week but may be scheduled on another week day within the designated week (including both weekends). The meeting dates shall be set by the Board of Directors at the previous Board Meeting, or within two weeks after the Annual General Meeting (whichever is later). Efforts shall be made to schedule Board meetings at least one week later than the end of an OSFCI-sponsored event.
- Meetings may be postponed by no more than one week if the majority of the Board feels that the change is necessary to effectively conduct the business of the Corporation, as long as the decision is made far enough in advance of the new meeting date for the Secretary to send the required notification.
- At the organizational meeting at the end of the Annual General Meeting, each new Board shall set the timeframe requirements for the following year with input from each member of the Board present at the meeting. Except in the case of emergency, the timeframe requirements decided on shall be followed until the end of the following Annual General Meeting.
- An organizational meeting of the Board of Directors shall be held following the Annual General Meeting to elect new officers and conduct such other business as the Board may deem necessary.
- The date of a regularly scheduled meeting may be changed by the OSFCI President on an emergency basis following consultation with the Board. Such a change shall not affect the scheduled date of any following regular Board meeting. Special meetings of the Board of Directors may be called by a majority of the officers or by written request to the Secretary from four (4) of the Directors.
- Directors, officers, and ex-officio board members must be informed by the Secretary of the time and place at least fourteen (14) days before each regular meeting. Notice may be given by email, phone, or letter, depending upon the preference of the Director, officer, and ex-officio board member. Directors, officers, and ex-officio board members shall be informed of emergency or special meetings at least twenty-four (24) hours prior to the meeting.
Article IX. Other Meetings
Other meetings of the Members or Board of Directors may be called under provisions of the Oregon Nonprofit Corporation law or the corresponding provisions of future Oregon law..
Article X. Annual Report
The Secretary shall prepare and publish the Annual Report of the Corporation, as required under ORS Chapter 65, or the corresponding provisions of future Oregon law, on or before June 21st of the year following the fiscal year for which the Report is prepared. The Secretary shall solicit, and the other Officers, Directors and Members supply as necessary, information required for the Report.
Article XI. Membership
- Members each have one (1) vote in all votes of the Corporation.
- All powers not assigned to the Officers or Board of Directors are retained by the Membership.
- Rights, privileges, and duties of Members:
- Petitioning to amend these Bylaws, in accordance with Article XII;
- Voting on Bylaws;
- Petitioning to become an Officer and/or Director of the Corporation;
- Voting for Directors;
- Voting for approval of any actions taken by the Board of Directors or Officers; and,
- Keeping a current mailing or electronic address on file with the Secretary. Members may inform the Secretary, in writing, that they wish to receive information by email instead of by postal mail. Failure to provide the Secretary with a valid postal or email address shall lead to suspension of membership until the member provides the required information to the Secretary, or the member’s membership qualifications lapse.
- To qualify as a Member:
- Following an OSFCI-affiliated Event or substantial involvement with a Chartered Organization, and at least three (3) weeks before the Annual General Meeting, the Chair (or chief Officer) of the Event or Chartered Organization submits a list of committee members to the President of the Corporation.
- If a person appears on a minimum of two (2) committee lists or has served as an officer or committee or board member of a Chartered Organization for two (2) years during a four (4) year period, said person shall be invited to become a Member of the Corporation.
- The qualifying years for the purpose of OSFCI membership shall be the four-year period ending 45 days prior to the date of the OSFCI Annual General Meeting. In addition, for the first two years after the adoption of this section, anyone who has appeared on two committee lists during the previous two calendar years shall also be qualified for OSFCI membership.
- The Secretary shall invite individuals who have qualified for membership to join, acting prior to the Annual General Meeting and sending the invitations at a time that ensures the prospective member sufficient time to respond, as specified in XI, D, 5 below.
- A person invited to become a member must accept the invitation by informing the Secretary within fourteen (14) days of the issuance of the invitation and provide OSFCI with a current postal mailing address, or a current email address if the member has informed the Secretary that they wish to receive notices by email.
- Continued appearance on Event committees as determined in XI.D.2 is a necessary condition to remain a Member, or,
- Current service as a voting member of the Board of Directors shall count as full qualification for Membership and each year served in the last four (4) years shall be the equivalent of membership on an Event committee.
- Membership shall continue as long as the above conditions are met, and Membership is not specifically withdrawn.
- Members who no longer qualify, if their postal address (or email address, if the Member informed the Secretary that they wish to receive notices by email in lieu of postal mailings) is current, will be informed in writing by the Secretary at the same time that newly-qualified persons are notified.
- At their request and at the discretion of the Secretary, individual Members may receive their meeting notification and Minutes in electronic form.
- Members may have their membership revoked in accordance with the Oregon Nonprofit Corporation law. The OSFCI Board of Directors shall make all final decisions to revoke or not revoke a membership. Any vote by the Board to revoke a membership must be unanimous by all Directors voting at an in-person meeting of the Board.
Article XII. Amendments
- The Bylaws of this Corporation may be adopted, amended, or rescinded in whole or in part by an affirmative vote of a majority of the Membership. Votes to amend the Bylaws shall occur at the Annual General Meeting or at a Special General Meeting of the Membership.
- Amendments may be submitted to the Membership by a simple majority vote of the Board of Directors.
- Amendments may be submitted to the Membership by a petition signed, including electronic signatures, by fifteen percent (15%) of the membership.
- Amendments submitted by petition must be submitted to the Secretary sixty (60) days before the Annual General Meeting or a Special Meeting of the Membership at which they will be considered so that they may be reviewed by the Corporation’s legal counsel. Before such a review, the Board of Directors may make technical amendments to the proposed amendment, as specified in Sub-clause B below, and shall ask the Members proposing the amendment to clarify any ambiguous language.
- Proposed amendments that pass review by the Corporation’s legal counsel shall be submitted to the Membership at the next Annual or Special General Meeting of the Membership.
- Amendments must be presented to the Membership in writing at least two (2) weeks before the meeting at which they will be considered.
- Technical Amendments by the Board
- Bylaws containing a typographical or other nonsubstantive error may be corrected to eliminate the error by a majority vote of the Board of Directors.
- The Board of Directors may make technical amendments to correct citations of state and federal law by a majority vote of the Board of Directors.
- Amendments passed by the Members in accordance with this article shall be certified by the Secretary following the vote and shall take effect at the beginning of the day following their passage.
Article XIII. Parliamentary Authority
The parliamentary authority used for OSFCI meetings shall be Robert’s Rules of Order, Newly Revised, except as otherwise stated in these Bylaws.