| Goals | Benchmarks* | Strategies |
| Support County-wide activities. | Increased participation in cultural activities.
Increased number of traveling events, exhibits, and performances. |
Weight applications to ensure that all geographic locations within County have access to grant funds.
Encourage applicants to establish/stage programs in multiple locations within County. Encourage events, exhibits, and performances that travel throughout the County; encourage schools to participate. |
| Honor and promote local individuals and organizations that excel in the arts, heritage, and humanities. | A minimum of 3 Cultural Coalition honors, one each for art, heritage, humanities, awarded annually to individuals and/or organizations.
Increased revenues of County cultural professionals and organizations. |
Recognize art, heritage, and humanities excellence at annual event.Encourage venues/events where artists may display and sell their work in an atmosphere that acknowledges them as professionals who are paid for their services. |
| Honor patrons of County arts, heritage, and humanities. | Cultural Coalition honors awarded annually to individuals and/or organizations that support County cultural activities. | Recognize individuals and/or organizations that support County cultural activities at annual event. |
| Increase exposure to, participation in, and support for the arts and for heritage and humanities activities. | Increased reporting of activities by diverse media.
Prepared annual report for public and Oregon Cultural Trust assessing Coalition's success in achieving priorities. Measured and compared changes in “control group” data annually. |
Include presentations by Coalition grant recipients at annual event.
Offer all citizens the opportunity to tell their stories, through words, photographs, artifacts, or other means, at annual event.Familiarize media with County cultural activities. Introduce and publicize the image and purpose of the Cultural Coalition. Compile data for “control group” of organizations /events covering each cultural category and each community, including size and nature of their audiences, costs of each event, and people and organizations involved to determine whether all categories are developed, new programs introduced, all parts of the County and all segments of the population are served, and unsuccessful programs are assisted or abandoned. |
| Offer County youth a basic understanding of the history and culture of Western civilization. | Local youth are participating in cultural experiences within and outside Yamhill County.
Local youth are traveling or studying at institutions of higher learning, locally and outside Oregon. Yamhill County secondary school students read and write in English and are able to identify basic elements of poetry, art, design, and music. Yamhill County high school graduates possess a basic knowledge of the history of ideas, philosophy, events, the arts, science, literature, and music in Western civilization and of the individuals who contributed to these achievements. |
Enrich Yamhill County education by enabling all schools to teach the humanities, including, at age-appropriate levels, art literacy, music, and poetry, and the history of ideas, philosophy, events, science, literature, and the individuals who made significant contributions to these fields.
Develop model curricula for teaching art, heritage, and humanities at the elementary and secondary levels. |
| Strengthen existing cultural organizations or individuals by helping them improve their scope, audience, venues, and professionalism. | Recipients of technical assistance report measurable improvements in attendance, budgets, facility improvements, and/or production values over specified time periods. | Provide cultural leadership opportunities.
Examples: Work with existing groups, such as Rotary Clubs or Chambers of Commerce, to develop leadership training for cultural providers and participants. Offer training in writing and obtaining grants. Facilitate opportunities for existing programs to refocus and re-energize. |
| Help existing cultural organizations survive brief (1-3 years) crisis periods. | By end of grant period, recipients are self-sustaining and increasing productivity, as measured by grant-specific measurement goals. | Fund carefully-conceived recovery plans; change requirements as necessary to enable successes. |
| Seek additional financial and in-kind support for the Coalition and other local individuals and cultural organizations and pass our passion for culture on to future generations. | Grant recipients' sources of funding and in-kind assistance in addition to Coalition grants should increase over time.Increased total dollars flowing to County cultural providers. | Support collaborative fund-raising campaigns, such as MACA, within the County.
Help cultural organizations formulate capital campaign plans. With local cultural organizations and individuals participating at cost or pro bono, sponsor an annual event incorporating and recognizing major financial supporters of art, heritage, and humanities. Establish an advisory committee to help cultural providers identify and pursue additional funding sources. Consider obtaining non-profit status for the Coalition. |
| * Note: Increases and other changes cited in benchmarks refer to changes from baselines to be developed by the Coalition. | ||
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The Coalition will consider grants for projects that blend aspects of the arts, heritage, and humanities. Challenge: Too often cultural activities focus on one means of expression, without regard for the implications that expression has on other aspects of our creative lives. Interdisciplinary activities provide depth to our experiences and encourage each of us to learn more, do more, and live our lives more richly. The possibilities for projects that blend art, humanities, and heritage are boundless. With improved inter-organizational and geographic communication, cultural providers can work together to increase audiences and reach new corners of the County, physically and metaphorically. By tapping into and celebrating the variations in individual cultural interests, providers can discover new strengths and audiences will find new outlets for their own expression.
Priority Three: Increase intra-County communication The Coalition will consider grants for projects that tend to increase linkage and communication among cultural resources within the County, and between those resources and potential audiences. Challenge: Discussions with artists, historians, writers, collectors, and others continuously turned up the same frustration: a lack of inter-community and inter-disciplinary communication and coordination within the County. The communications deficiency affects cultural providers as well as audiences. Organizations and individuals have no systematic mechanism for sharing resources such as stage sets, costumes, equipment, knowledge, or performance space, and the County lacks a central clearinghouse for publicizing and coordinating events. Local newspapers provide information about local events and local individuals of interest, but only infrequently advertise activities, organizations, or individuals in other communities. Two strong exceptions are the major festivals, which receive good publicity County-wide, and Brush Strokes, a new monthly publication of the small Sheridan Sun, which covers artists and exhibits throughout the County.
Priority Four: Cultivate County assets The Coalition will consider grants for projects that incorporate under-used County assets, including Yamhill County landscapes, into our cultural lives. Challenge: Artists, historians, and others expressed frustration at the lack of opportunity to engage the beautiful Yamhill County landscape in art, performance, heritage, and other projects. Although the County boasts several small parks and three rivers, there are no extended trails or marked historical routes or, outside of city parks and college campuses, opportunities for art or performance in a natural setting. Correspondents proposed projects that use art and performance to interpret history or use historic events as a basis for art or performance projects.
Priority Five: Broaden cultural opportunities The Coalition will consider grants for projects that broaden cultural opportunities for diverse and under-served County populations. Challenge: The Committee identified populations that may currently be underserved in Yamhill County, including Latinos, Native Americans, youth, seniors, and the hospitalized and disabled. The Committee experienced great frustration in devising ways to reach out to the Latino community. Latinos comprise a growing element of County population and surely bring cultural traditions and individual expertise and interests that can enrich life for all County residents. In addition, non-Latino artists, historians, and others expressed a strong desire to include Latinos among their members and audiences. The Coalition will make broadening Yamhill County's cultural experience to include Latinos both as presenters and recipients of culture a key priority. Spirit Mountain Casino has been Oregon's leading tourist attraction in recent years. Its profits enable the Confederated Tribes of the Grand Ronde to improve their people and their community. The Tribes' generosity sponsors cultural as well as social activities and organizations in both Yamhill and Polk Counties. Yet their voice is muted outside their own community. The Committee hopes the Coalition can help connect all peoples within the County. Currently a great many art programs aimed at youth exist in the County, but few based on heritage or other humanities. Moreover, some communities have complained about lack of positive activities for youth in general, resulting in vandalism, drug use, violence, and depression. The Committee believes the Coalition can connect arts, heritage, and humanities groups and individuals with youth experts to design programs that benefit culture, youth, and communities. Programs for seniors are hit-and-miss at best. Although retirement communities frequently provide rides for residents, transportation to events and learning opportunities within the County remains inadequate, and proposals should incorporate transportation elements bringing audiences to events or events to audiences. In addition, programs that speak to seniors' special needs for example, the need to express one's individuality after retirement or after children move away need to be developed and made widely available. Programs that allow seniors and youth to collaborate should be encouraged. About 16% of County residents have a disability, according to the 2000 census. Hospitalized and disabled populations face some of the same challenges as seniors. Many cannot travel to events. At present, aside from visual art exhibits at Willamette Valley Medical Center, little is done to bring events to shut-ins. Local TV and radio outlets may be available to cultural organizations eager to expand their outreach to this audience. Mentally disabled individuals face special challenges but can benefit from contact with art, performance, heritage, and nature as surely as those without special needs. |
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The Cultural Coalition The Cultural Coalition must also have an agenda of its own. As noted above under The Planning Process, the Committee's vision for the Yamhill County Cultural Coalition includes some Coalition activities that will require funds, including completing the Cultural Resources Inventory and maintaining the website. Several Plan strategies envision an annual event staged by the Coalition or with its support, to recognize achievement and excellence and to introduce grant beneficiaries to the community. The Coalition's work will not be complete if it cannot publicize its activities and develop programs to nudge County groups into a richer vision of life. Some funds will be available from the Cultural Trust for Coalition administration. But the Committee prefers to keep as many of the few state dollars as possible available for grants. The Coalition may look to local colleges for interns to help with administrative tasks. And, the Committee has structured the Coalition to enable it to seek non-profit status if experience suggests that the Coalition seek its own funding to maintain on-going Coalition projects. The Coalition may amend this Plan from time to time, as it deems necessary to achieve Plan priorities and to fulfill the promise of the Oregon Cultural Trust. Proposed changes will be noticed, and community members will have an opportunity to comment before any changes are adopted. Proposed revisions must also be forwarded to the Oregon Cultural Trust Board for review, comment, and approval. Plan priorities may be revised if substantial quantitative and/or qualitative evidence supports the conclusion that (1) specific priorities have been achieved and no longer need be emphasized by the Coalition or (2) new priorities essential to a vital, exciting, accessible cultural environment have been identified. Goals, benchmarks, and strategies may be revised as necessary to better address existing, revised, or added priorities. The Coalition will evaluate the entire Plan annually. The evaluation will include an assessment of progress toward the Plan's long and short term goals in preparation for the Coalition's report to the Oregon Cultural Trust. The Committee envisions a dedicated, diverse Coalition Board. Coalition members will be knowledgeable about and keenly interested in both Yamhill County and cultural questions. Under the County's mandate from the Oregon Cultural Trust, Coalition members must represent not only art, heritage, and humanities, but also the County's diverse communities, as well as business, the media, and humanities institutions like libraries and colleges. Yamhill County is fortunate to be rich in all of these resources. The Coalition will have much exciting work, especially in its early years, laying the groundwork for evaluating grant applications, awarding grants, publicizing cultural events, and measuring and reporting successes and difficulties. This Plan will serve as a framework to guide the Coalition through its first challenges and to help it shape better plans for future efforts. Coalition members must have strong County connections. Members must reside or work in Yamhill County or represent an organization or business with roots in the County. Initial appointments will be made by the Yamhill County Cultural Coalition Planning Committee, and will be subject to approval by the Oregon Cultural Trust. The appointments committee solicited nominations from cultural organizations, government entities, local businesses and media, and individuals throughout Yamhill County. Initial appointments will be for one, two, or three-year terms. Terms will end on December 31 of the first, second, or third year of service, as appropriate. Thereafter, the Coalition will appoint its own successor members, all to terms of two calendar years. A member may serve two consecutive full terms and may be reelected to the Coalition after a minimum one-year hiatus. The Coalition will do its best to ensure that the diverse populations and far corners of the County are continuously represented. New members should be those applicants who best complement existing members. That is, the Coalition should recruit new members from organizations, geographical areas, and backgrounds not represented by existing members. Members will be expected to support the arts, heritage, and humanities in Yamhill County and to participate in County cultural events. Members are also expected to attend Coalition meetings. Unexcused absence from two successive meetings will be cause for replacement. 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 Coalition's deliberations regarding the proposed grant. The Committee will submit its recommendations for the first Yamhill County Cultural Coalition to the Cultural Trust with the Cultural Plan no later than March 1, 2004. The Committee has developed Bylaws to govern Coalition operation. These are attached in the Appendices. When funds are available, the Coalition will award grants on a competitive basis to proposals that:
The Coalition will use an application process designed to encourage applicants to expand their ideas without burdening them with onerous requirements that might dissuade some from applying. In awarding funds, the Coalition will respect the privacy of applicants and the confidentiality of fiscal and proprietary information they submit, to the extent allowed by law. The Coalition must be alert to fairness and accountability issues. Fairness will include assurance that, over time, grants are fairly distributed to individuals and organizations bringing cultural experience to all parts of the County. Accountability will include measures to indicate when the promised product has been completed. The Coalition will have the power to award grants to individuals as well as to organizations, with appropriate safeguards to protect the public funds. Funds may be distributed in installments, and each subsequent installment may be predicated upon achievement of specified project goals, submission of appropriate reports, or similar appropriate criteria. The Coalition may recall funds if they are misused, if the applicant fails to comply with grant conditions, or if projects are abandoned. The Coalition shall have recourse to law to recover misappropriated funds. Decisions may be made in private. Coalition decisions will not be subject to appeal. The Coalition will endeavor to provide a brief indication of its reason for rejecting an application. Unsuccessful applicants who wish to reapply in subsequent grant cycles must first ask the Coalition for a confidential, constructive explanation of the basis of the Coalition's decision. To be considered, the new application should correct any deficiencies the Coalition notes. The grant application process is described in more detail in the Appendices. Click to view the The Yamhill County Cultural Coalition Planning Committee In November, 2002, the Yamhill County Board of Commissioners selected 17 members to comprise the Yamhill County Cultural Trust Coalition Planning Committee. Most members had volunteered for Committee work. We were a diverse group culturally. Ten of the original members represented the arts community, four represented County heritage, eight represented humanities, and six represented related fields, including government, education, and natural resources. Several members represented more than one area. While the Committee had broad experience and interest in the various cultural categories, it represented less diversity of community. Nine of the original members lived in or near McMinnville and three in Newberg. Dayton boasted two members, and Amity and Dundee fielded one each. No Committee members lived in Sheridan, Willamina, Yamhill, or Carlton or their parts of the County, although one member had been an active part of the Willamina community for many years. Only one of the original appointed Committee members was a native Spanish speaker, and she resigned after only three months. One member, who resigned after devoting much hard work to the Committee, had ties to the Confederated Tribes of Grand Ronde, whose interests strongly impact southern Yamhill County. As the Committee's work progressed and the Cultural Trust extended its deadlines for Plan completion, Committee membership changed. At present, the Committee boasts ten members, all but one of whom is active. The cultural categories are still well-represented, but our geographic diversity has diminished. We have one Dayton member, three from Newberg, and six from McMinnville. The Committee's voices are strongest in the areas of visual arts, heritage, and natural resources. Men are underrepresented on the Committee (two out of ten), and there are no youth. We have no native Spanish speakers. The Committee has been fortunate to have two active and very able advisors: Marilyn Dell Worrix and Mary Stern. Marilyn is a member of the Cultural Trust Board and, consequently, keeps the Committee current on state-wide news. Mary is a Yamhill County Commissioner and former board member of the Arts Alliance of Yamhill County. The Arts Alliance of Yamhill County has ably served the Committee as fiscal agent. Meetings/Outreach The Committee has met at least monthly beginning December, 2002. In addition to its own meetings, the Committee has reached out to diverse community groups, providing speakers and information about the Cultural Trust and Committee work and soliciting attendees' comments and advice. At its first meeting, the Committee selected a chair, Debra Hatcher, and subsequently formed three subcommittees, one for each broad cultural category. Later, the Heritage and Humanities subcommittees merged. These subcommittees used data gleaned from cultural inventories and assessments, individual conversations, and the Envisioning Summit (below) to identify goals within their category. The full Committee later merged these goals and identified priorities for Coalition action. The Committee created a website early on and has continuously used that site to advertise its work and to solicit responses to its cultural asset inventory and cultural assessment surveys. The website is www.yamhillcountyculture.org. A comprehensive cultural calendar is posted on the site. The Committee held an Envisioning Summit in June, 2003, inviting over 100 community leaders in fields as diverse as parks, mask-making, and children's ballet. Twenty-five individuals attended, offering their observations on Yamhill County's cultural richness and their dreams for the County's cultural future. The Committee's Envisioning Summit Report is posted on the website. The Committee held two additional facilitated public meetings in January, 2004, to present its Draft Plan for review, discussion, and comment. Individuals unable to attend those meetings were able to view the Draft Plan and submit comments online. Over sixty adults and many youth attended the open meetings or read the Plan online and participated in review of the proposed Draft Plan. The Committee considered all public input, as well as its own visions, before finalizing the Plan for submission to the Oregon Cultural Trust. The Cultural Trust must approve Yamhill County's plan before its Cultural Coalition can begin to work. BYLAWS OF YAMHILL COUNTY CULTURAL COALITION 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 December 31 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. Article 3. MEETINGS Section 1. Annual Meeting. The first called meeting in each calendar 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;
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:
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:
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 25 day of October 2006. |
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The Yamhill County Cultural Coalition will award grants on a competitive basis to proposals that:
Both individuals and groups may seek Coalition grants. Groups need not be ongoing organizations, and applicants need not be legally recognized nonprofits. But all applications must be based on the priorities described in the Yamhill County Cultural Plan. Grant funds will be limited. The Coalition receives its funds from the Oregon Cultural Trust and community contributions to the Cultural Campaign of Yamhill County. The amount of funding the Coalition may award depends both upon the funds businesses and individuals donate to the Oregon Cultural Trust in the previous fiscal year and upon the amount of carry-over funding, if any, maintained by the Coalition. The Coalition cannot guarantee that it will have any funds or any particular level of funds to distribute in any year. The Coalition's grant year begins July 1, when the Oregon Cultural Trust begins to distribute funds to County and Tribal Coalitions. The Coalition has just one application period each year. Grant applicants should generally consider Coalition funds to be supplemental and not the sole source of funding for their projects. Only in rare cases will the Coalition not require matching funds in at least a one-to-one ratio. The Application Process The Application consists of:
No Appeal. Grants will be awarded by the full Coalition after review of the Grants Committee's recommendations. The Coalition will endeavor to provide a brief indication of its reason for rejecting an application. There will be no appeal. Unsuccessful applicants who wish to reapply in subsequent grant cycles must first ask the Coalition for a confidential, constructive explanation of the basis of the Coalition's decision. To be considered, the new application should correct any deficiencies the Coalition notes. The Coalition and Grants Committee will respect the privacy of applicants and the confidentiality of fiscal and proprietary information they submit, to the extent allowed by law. Deliberations and decisions will be made in private as permitted by law. Grant Administration Guidelines In making awards, the Grants Committee and the Coalition will be alert to fairness and accountability issues. Fairness will include assurance that, over time, grants are fairly distributed to individuals and organizations bringing cultural experience to all parts of Yamhill County. Accountability will include measures to indicate when the promised product has been completed. The Coalition will have the power to impose appropriate safeguards on awards to protect public funds. These safeguards may include on-going communications, including structured progress reports, between the applicant and either the Coalition or another organization serving as fiscal agent or overseer for the project. Projects undertaken by a single individual will be subject to oversight criteria to ensure that the project goes forward, if appropriate, in the event the individual applicant is unable or unwilling to follow through as promised. Funds may be dispensed in installments, with subsequent installments dependent upon receipt of satisfactory interim or final reports, including meeting pre-established progress benchmarks. The Coalition may recall funds if they are misused, if the applicant fails to comply with grant conditions, or if projects are abandoned. The Coalition shall have recourse to law to recover misappropriated funds. Successful applicants will be required to submit final reports to the Coalition, for its use in assessing its own achievement and in revising Plan priorities, goals, and strategies, and for public review. The Coalition may hold an annual event to present successful applicants to the public in order to expand community awareness of cultural activities and cultural providers in the County. The Coalition may require successful applicants to participate in this event. In general, the following are not eligible for Coalition grants:
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