BYLAWS OF YAMHILL COUNTY CULTURAL COALITION
(An Oregon nonprofit Corporation)
ARTICLE 1. PURPOSE
The purpose of the Yamhill County Cultural Coalition shall be to lead the community in implementing the Yamhill County Cultural Plan.
ARTICLE 2. BOARD OF DIRECTORS AND MEMBERSHIP
Section 1. Powers and Qualifications. The affairs of the corporation shall be managed by the Board of Directors. The board may exercise all powers vested in the corporation.
Section 2. Functions. The role of the Yamhill County Cultural Coalition Board of Directors (hereafter called the Board) shall be to set policy for the organization, administer funds from the Oregon Cultural Trust and other sources, and lead the community in implementing the Yamhill County Cultural Plan. The Board will measure progress of the County Cultural Plan through the use of appropriate benchmarks, ensuring that Arts, Heritage, and Humanities are all represented. It shall ensure that the County Cultural Plan is implemented in a way that fairly encourages county-wide participation in cultural activities. It shall update the County Cultural Plan, in accordance with the appropriate section of the Plan, as the need arises. It shall keep the Coalition website, yamhillcountyculture.org, up to date, and submit annual reports to the public and the Oregon Cultural Trust.
Section 3. Members. The Board shall consist of not less than seven nor more than fifteen members. Members must reside or work in Yamhill County or represent an organization or business with roots in the County. Members will be expected to make a financial contribution to the Oregon Cultural Trust. Members will be expected to attend selected events and/or activities funded by the Coalition, including some outside their primary areas of interest. During their term of office, members may not receive individual Coalition grants. Members who are principals in an organization seeking a grant must disclose their affiliation and may neither vote nor participate in the Board’s deliberations regarding the proposed grant.
Term of membership shall be three calendar years. Initial terms shall be adjusted to assure that only approximately one half of the directors’ terms expire in any given year. Terms end on June 30 of the third year of service. A member may serve two consecutive three-year terms. A person may be reelected to the Board after a minimum one-year hiatus. If a member misses two successive meetings without an excused absence approved by the President or Vice-President, their membership may be terminated and they may be replaced at the next Board meeting.
Section 4. Compensation. Board members, including the Executive Committee, shall receive no salary. They may be reimbursed for "out-of-pocket" expenses, including transportation at the IRS approved mileage rate, upon approval of the Executive Committee. This does not preclude the Coalition from contracting necessary staff functions, such as a web-master, administrative assistant, clerical help, etc., after it has determined that it will be impossible or impractical to have the task done by dedicated volunteers.
Section 5. Vacancies. Board members will elect new or replacement members as required. New members should be those applicants who best complement existing members; that is, the Board should recruit new members from organizations, geographical areas, backgrounds, etc., not represented by existing members.
Section 6. Executive Committee. The Executive Committee shall be responsible for carrying on the work of the Coalition. It shall be composed of five members of the Board: the President, Vice-President, Treasurer, Secretary, and the Grants Committee Chair. The Executive Committee shall meet at least monthly. The Board may add additional officers and appoint them to the Executive Committee as necessary and appropriate to its work.
Section 7. Committees. There shall be a minimum of one standing committee; A Grants Committee, which shall identify funding sources for projects, solicit and review proposals, and make grant recommendations to the Executive Committee and Board. The President, or the members of the Board, may add additional standing committees and from time to time create ad hoc or special committees as the need arises.
Section 8. Members. This corporation shall have no members
ARTICLE 3. MEETINGS
Section 1. Annual Meeting. The first called meeting in each fiscal year shall be termed the annual meeting for the purpose of electing officers, standing committee chairperson(s) and adopting a budget.
Section 2. Regular Meetings. The Board shall meet as often as it desires, but no less than quarterly.
Section 3. Notice of Meetings. Notice of the time and place of any meeting of the Board of Directors shall be required. Notice of the time and place of any special meeting of the Board of Directors shall be given by the Secretary, or by the person or persons calling the meeting, by mail, telegram, email, or by personal communication, over the telephone or otherwise, at least seven (7) days prior to the date on which the meeting is to be held. Attendance of a member or director at any meeting shall constitute a waiver of notice of such meeting, except where the director attends a meeting for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted nor the purpose of any meeting of the Board of Directors need be specified in the notice or any waiver of notice of such meeting.
Section 4. Quorum. The majority of the duly elected Board of Directors at the time of the board meeting shall constitute a quorum for the transaction of business. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. At any meeting of the Board of Directors at which a quorum is present, any business may be transacted and the board may exercise all of its powers.
ARTICLE 4. ACTIONS BY WRITTEN CONSENT
Any corporate action required or permitted by the Articles of Incorporation, Bylaws, or laws of the State of Oregon to be taken at a meeting of the directors of the corporation may be taken without a meeting if a consent, in writing, setting forth the action to be taken, shall be signed by all of the 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. Email consent shall be deemed the same as in writing and signed.
ARTICLE 5. WAIVER OF NOTICE
Whenever any notice is required to be given to any member or director of the corporation by the Articles of Incorporation, Bylaws or laws of the State of Oregon, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
ARTICLE 6. STANDARDS OF CONDUCT
Section 1. General standards for directors.
A director shall discharge the duties of a director, including the director’s duties as a member of a committee;
(a) In good faith;
(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(c) In a manner the director reasonably believes to be in the best interests of the corporation.
In discharging the duties of a director, a director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:
(a) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matter presented;
(b) Legal council, public accountants or other persons as to matters the director reasonably believes are within the person’s professional or expert competence;
(c) A committee of the board of which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence.
Section 2. Director conflict of interest.
A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A conflict of interest transaction is not voidable or the basis for imposing liability on the director if the transaction is fair to the corporation at the time it was entered into or is approved as provided below:
A transaction in which a director of the corporation has a conflict of interest may be approved:
(a) By the vote of the board of directors if the material facts of the transaction and the director’s interest are disclosed or known to the board of directors; or
(b) By obtaining approval of the Attorney General
ARTICLE 7. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. Concerning Lawsuits. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he or she acted in good faith, and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
Section 2. Defense Against Lawsuits. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney's fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
Section 3. Regarding Legal Expenses. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in this Article, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred by such person in connection therewith.
Section 4. Regarding Good Faith Conduct. The corporation may pay for or reimburse reasonable expenses incurred by a person who is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative if such party furnishes the corporation a written affirmation of their good faith belief that he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful, and the party furnishes the corporation a written undertaking, executed personally or on the party's behalf, to repay the advance if it is ultimately determined that said party did not meet such standard of conduct.
Section 5. Regarding Indemnification. A director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification if it determines the party is entitled to mandatory indemnification in which case the court shall also order the corporation to pay the party's reasonable expenses incurred to obtain court ordered indemnification, or if the party is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the conduct of the party was in good faith, in a manner which the party reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, the party had no reasonable cause to believe that his or her conduct was unlawful.
Section 6. Indemnification by Board or Legal Counsel. Notwithstanding anything contained above, the corporation shall not indemnify a director unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth above. Such determination that indemnification of a director is permissible shall be made by the Board of Directors by a majority vote of a quorum consisting of directors not at the time parties to the proceeding; provided, however, if a quorum of the Board of Directors cannot be obtained, the determination shall be made by special legal counsel selected by the Board.
Section 7. Rights Under Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of shareholders, or disinterested directors or otherwise, both as to action in his or her official capacity and as action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
Section 8. Insurance. The directors of the corporation have the authority on behalf of the corporation to authorize the purchase and maintenance of insurance on behalf of any person who is or was a director, officer, employee or agent of another corporation, or is or was serving at the request of the corporation, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against and incurred by such person in any such capacity or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this Article.
ARTICLE 8. OFFICERS
Section 1. Officers Enumerated. The officers of the corporation shall be a President, a Vice President, a Secretary, a Treasurer (each of whom must be a director of the corporation), and such other officers and assistant officers as may be deemed necessary by the Board. These officers shall be elected by the Board at each annual meeting and shall serve until his/her successor is duly elected and qualified. In addition to the powers and duties specified below, the officers shall have powers and perform such duties as the Board may prescribe.
Section 2. Tenure. The officers of the corporation shall hold office until their successors are chosen and qualify in their stead. If the office of any of the officers becomes vacant for any reason, the vacancy shall be filled by the Board.
Section 3. President. The president shall be the chief executive officer of the corporation; the president shall preside at all meetings of the Board and Executive Committee; he shall supervise management of the business of the corporation, and shall see that all orders and resolutions of the Board are carried into effect. The President shall liaison with County and State officials. The President shall execute deeds, leases, promissory notes, bonds, mortgages and other contracts or documents requiring a seal, under the seal of the corporation, except where required by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the corporation.
Section 4. Vice President. In the absence or disability of the President, the Vice President, shall perform the duties and exercise the powers of the president, and shall perform such other duties as the Board shall prescribe.
Section 5. Secretary. The Secretary shall notify all Board members, or Executive Committee members, as appropriate, of upcoming meetings and shall post the Board meeting notice and agenda in accordance with applicable public meeting notice law. The Secretary shall attend all sessions of the Board and Executive Committee and record the minutes of all proceedings in a book to be kept for that purpose, email a copy to Board members as soon as possible after the meeting and present the minutes at subsequent meetings. Board meeting minutes shall be provided to members of the public who submit a self-addressed envelope with appropriate postage. The Secretary shall perform such other duties as may be prescribed by the Board or the President, under whose supervision he/she shall be.
Section 6. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all 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. The Treasurer or designated assistants, shall disburse the funds of the corporation when proper to do so, taking proper vouchers for such disbursements, and shall render to the President and directors prior to and at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the corporation, i.e. profit and loss statements and a balance sheet. If required by the Board, the Treasurer shall give the corporation a bond in such sum, and with such surety or sureties as shall be satisfactory to the Board, for the faithful performance of the duties of his office, and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Annually, in accordance with procedures established by the Board, the Treasurer shall report to the Board a planned budget for the coming fiscal year, and the Board shall authorize expenditures which are consistent with the budget and policies adopted by the Board.
Section 7. Vacancies. Vacancies in any office arising from any cause shall be filled by the Board at any regular or special meeting.
Section 8. Compensation. The compensation, if any, of all agents of the corporation shall be fixed by the Board.
Section 9. Removal. Any officer elected or appointed may be removed by a majority of the full Board whenever in its judgment the best interests of the corporation will be served thereby.
ARTICLE 9. ADMINISTRATIVE AND FINANCIAL PROVISIONS
Section 1. Fiscal Year. The fiscal year of the corporation shall be the period from July 1 to and including the following June 30.
Section 2. Loans Prohibited. No loans shall be made by the corporation to any officer or to any director.
Section 3. Corporate Seal. The corporation shall not have a seal.
Section 4. Books and Records. The corporation shall keep current and complete books and records of account and minutes of the proceedings of its Board and committees having any of the authority of the Board.
Section 5. Amendment of Bylaws. These bylaws may be amended at any regular meeting of the Board by a two-thirds vote, provided that the amendment has been submitted in writing at a regular meeting at least 60 days previously and a copy sent to the Oregon Cultural Trust.
Section 6. Annual Report and Review. An Annual Report and Financial Review shall be required. A copy shall be made available for inspection by the public.
Section 7. Committee Structure. Each committee of the Corporation may establish such Committee structure and governance as shall be acceptable to such committee, and consistent with Board policies.
Section 8. Authorized signatories on Corporate Accounts, Stock Powers and Investments The Board shall establish by resolution authorized signatories for the transacting of business on all corporate accounts, stock powers and investments.
Section 9. Rules of Procedure. The rules of procedure at meetings of the Board of Directors of the corporation shall be the rules contained in the current edition of Robert’s Rules of Order Newly Revised. They shall govern the Board in all cases to which they are applicable and in which they are not inconsistent with these bylaws, the Articles of Incorporation and any special rules of order the Board may adopt. Although this group should operate with some formality given its state-mandated function, it should employ the principles of consensus as outlined in the "Procedure in Small Boards" found on page 470 in the 10th edition as much as practical.
ARTICLE 10. DISSOLUTION
In the event of dissolution of this corporation assets shall revert to the Oregon Cultural Trust. Dissolution shall be performed in accordance with ORS 65.621 through 65.631.
APPROVED by the Board of Directors the 25th day of October, 2006.