BYLAWS OF PORTLAND STATE OFFICE BUILDING WELLNESS CENTER
ARTICLE I: OFFICE
This corporation is organized and operated exclusively for pleasure, recreation, and other nonprofit purposes as described by 501(c)(7) of the Internal Revenue code or the corresponding section of any future federal tax code. Substantially all of the activities of this corporation are for such purposes and no part of the net earnings of this corporation shall inure to the benefit of any private person or entity.
ARTICLE 2: APPOINTMENT AND REPLACEMENT OF MEMBERS
Section 1. Additional Members.
Additional members may be admitted by the members. However, should a cessation of membership cause there to be no remaining members, the Board shall admit one or more new members.
Section 2. Resignation, Removal and Cessation of Membership.
Members may resign at any time by written notice to the Board effective as of the date specified in the written notice or, if none, upon the date of the notice. No member may be expelled or suspended except pursuant to a procedure which is fair and reasonable, as set forth in the Oregon Nonprofit Corporation Act (the “Act”).
ARTICLE 3: MEETINGS OF MEMBERS
Section 1. Annual Meeting.
An annual meeting of the members shall be held on ____________ each year at such reasonably accessible place as the members shall determine. At the annual meeting, the members shall transact such business as may properly be brought before them.
Section 2. Regular or Special Meetings.
Regular or special meetings of the members shall be held at such reasonably accessible times and places as the members shall determine or on call of the Board in accordance with the Act.
Section 3. Member Action.
Members shall act upon those issues they choose to act upon and upon those issues placed before them by the Board, which shall include without limitation election and removal of Board members and any other issue for which member action is required by the Act, the Corporation’s Articles of Incorporation or these Bylaws. Members shall take action at a meeting by a majority vote or, without a meeting, by unanimous written consent signed by all of the members.
ARTICLE 4: BOARD OF DIRECTORS
Section 1. General Powers.
The affairs of the Corporation shall be managed by the Board.
Section 2. Elected Directors.
The Board shall be comprised of not less than three (3) nor more than seven (7) elected directors as fixed periodically by the members. The initial number of directors shall be three. The initial directors shall be appointed by the incorporator at the organizational meeting. All directors’ terms shall expire at the next annual meeting of the members and directors shall serve from the time elected or appointed until their successors shall have been duly elected and shall have qualified or until their death, removal or resignation. The directors shall all be annually elected by the members at the annual meeting and directors may be re-elected to serve an unlimited number of terms, whether or not consecutive.
Section 3. Removal.
Any director may at any time be removed, with or without cause, from the Board by the vote of the members
Section 4. Vacancies.
Any vacancy occurring on the Board may be filled at any meeting of the members. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
Section 5. Annual Meeting.
The annual meeting of the Board shall be held on _____________ each year at the principal offices of the Corporation or at such other time and reasonably accessible place (within or without the state of Oregon) as shall be determined by the Board with three (3) days written notice from the President of the Corporation.
Section 6. Special Meetings.
Unless provided by Board resolution, all meetings of the Board other than the annual meeting shall be special meetings. Special meetings of the Board may be called on three (3) days written request of either a majority of the directors or the President of the Corporation to be held at such time and such reasonably accessible place (either within or without the state of Oregon) as specified in the notice of the meeting.
Section 7. Notice.
Whenever notice is required to be given to a director, it shall be given in writing whether in person or by mail and if by mail, it shall be addressed to the director at his or her address as it appears in the records of the Corporation, with postage thereon prepaid, and such notice will be deemed to be given at the time when the same shall be deposited in the United States mail. Notice may also be transmitted by telephonic facsimile communication device to the facsimile number of the director as it appears in the records of the Corporation, which shall be deemed effective to the same extent as if the original had been personally delivered or mailed, provided the receiving director’s device was operating at the time the notice was transmitted.
Section 8. Waiver of Notice.
Whenever any notice is required by law or under the provisions of these Bylaws to be given to any director, 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 deemed equivalent to the giving of such notice. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is unlawfully called or convened. Neither the business to be transacted nor the purpose of any annual, regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting unless required by these Bylaws.
Section 9. Telephonic Meetings.
Any or all directors may participate in an annual, regular or special meeting by, or conduct the meeting through, use of any means of communication by which directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means shall be deemed to be present in person at the meeting.
Section 10. Unanimous Action.
Any action required by law or under the provisions of the Articles of Incorporation or these Bylaws to be taken at a meeting of the Board, or any action which may be taken at a meeting of the Board, may be taken without a meeting if a consent in writing setting forth the action so taken is 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.
Section 11. Quorum.
For the purposes of transacting business at any Board meeting, a quorum shall consist of a majority of the number of directors in office and entitled to vote.
Section 12. Proxies.
Directors may be represented in any meeting of the Board by written proxy, but only if the proxy is granted to another Board member.
Section 13. Manner of Acting. The act of a majority of directors who are entitled to vote and who are present at a meeting at which a quorum is present shall be the act of the Board unless the act of a greater number is required by law, by the Articles of Incorporation or by these Bylaws.
Section 14. Counsel and Accountants.
The Board shall appoint legal counsel and certified public accountants for the Corporation.
Section 15. Compensation of Directors.
By resolution of the Board, expenses of attendance, if any, may be paid for each annual or special meeting of the Board, provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving reasonable compensation therefor.
ARTICLE 5: OFFICERS
Section 1. Officers.
The officers of the Corporation shall be a President and a Secretary and such other officers as may be elected in accordance with the provisions of this Article. The Board may elect such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable; such officers shall have the authority and perform the duties prescribed from time to time by the Board. Any two or more offices may be held by the same person.
Section 2. Election and Term of Office.
The officers of the Corporation shall be elected by the Board each year at its annual meeting. New offices may be created and filled at any meeting of the Board. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided.
Section 3. Removal.
Any officer elected by the Board may be removed by the Board whenever in its judgment the best interests of the Corporation would be served thereby.
Section 4. Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled at any time by the Board for the unexpired portion of the term.
Section 5. Compensation.
The salaries, if any, of the officers and agents of the Corporation shall be as fixed from time to time by the Board.
Section 6. President.
The President shall be the chief operating officer of the Corporation and, subject to the direction of the Board, shall have general management of its business, properties, and affairs. The President shall preside at all meetings of the Board and may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board, any contracts or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise signed or executed. The President shall perform such other duties as may be prescribed to him or her by the Board from time to time.
Section 7. Vice President.
The Board may elect one or more Vice Presidents. In the absence of the President or in the event of his or her death or inability or refusal to act, the Vice President shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him or her by the Board or the President.
Section 8. Secretary.
The Secretary shall keep the minutes of the meetings of the Board in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Board or the President.
Section 9. Treasurer.
The Board may elect a Treasurer. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation, receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article 7 of these Bylaws, and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Board or the President.
ARTICLE 6: COMMITTEES
Subject to law and the provisions of the Articles of Incorporation and these Bylaws, the Board may from time to time appoint such committees as it deems appropriate. Membership upon these committees need not be limited to directors.
ARTICLE 7: GENERAL PROVISIONS
Section 1. Contracts.
The Board may authorize any officer or officers or agent or agents of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority maybe general or confined to specific instances.
Section 2. Checks, Drafts, Etc.
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select. All checks, drafts or other orders for the payment of money, notes or other evidences or indebtedness issued in the name of the Corporation shall be signed by such officer or officers or agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by the President, Secretary or Treasurer, if any, of the Corporation.
Section 3. Fiscal Year.
The Corporation’s fiscal year shall end on December 31 of each year.
Section 4. Rules of Order.
The parliamentary rules contained in the current edition of Robert’s Rules of Order shall govern in all cases where they do not conflict with any rules adopted by the Board or any committees thereof.
ARTICLES: BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of account and shall
keep minutes of the proceedings of its Board.
ARTICLE 9: INDEMNIFICATION: INSURANCE
Section 1. The Corporation shall indemnify any person who is or was a member, director, officer, employee or agent of the Corporation against any liability asserted against such person and any liability and expense whatsoever (including, without limitation, attorney’s fees) incurred by such person in such capacity, or arising out of his or her status as such, in the manner and to the fullest extent authorized by law. Such indemnification shall inure to the benefit of the heirs, executors and administrators of such present or former members, officers, employees or agents of the Corporation.
Section 2. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation against any liability asserted against such person and incurred by such person in any capacity or arising out of his or her status as such, whether or not the Corporation would have the power under the Oregon Nonprofit Corporation Act to indemnify such person against such liability.
ARTICLE 10: AMENDMENTS
These Bylaws may be amended only with the approval of the members.
I hereby certify that the foregoing Bylaws, consisting of six pages, are the Bylaws of Portland State Office Building Wellness Center, adopted by its Board of Directors effective
October 9, 2009.
Alyssa Elting, Secretary