Bylaws
ARTICLE
1
NAME
Section 1.1. Name.
The name of the organization shall be Society of Bead Researchers.
Section 1.2. Principal Office.
The principal office of the corporation in the state of Oregon shall be
located in Lane County, Oregon. The corporation may have such other
offices either within or without the state of Oregon as the Board of Directors
may designate or as the business of the corporation may require from time to
time.
Section 1.3. Registered Office.
The registered office of the corporation required by the Oregon Non-Profit
Corporation Act to be maintained in the state of Oregon may be, but need not
be, identical with the principal office in the state of Oregon, and the address
of the registered office may be changed from time to time by the Board of
Directors upon due compliance with the requirements of the Oregon Non-Profit
Corporation Act for change of the registered office.
ARTICLE
2
MEMBERSHIP
Section 2.1. Initial Members.
Membership is open to all persons or institutions interested in the
objectives of the Society. The person or institution shall become a
member of the society on payment of such dues as may be assessed by the
officers of the corporation.
Section 2.2. Membership Dues.
The dues for membership in the corporation shall be proposed by the board
of directors and instituted by a majority vote of the voting members by mail
ballot.
Section 2.3. Status of Membership.
Membership in the corporation shall be personal to any individual or
institution. Membership shall not survive the death of any individual and may
not be transferred or assigned by any institutional member.
Section 2.4. Resignation.
A member may resign at any time.
Section 2.5. Members Liability to Third
Persons.
A member of the corporation is not personally liable for the acts, debts,
liabilities, or obligations of the corporation merely by reason of being a
member.
Section 2.6. Termination and Expulsion
from Membership.
A member may be expelled and a membership in the corporation may be
terminated by the board of directors for any action by a member which is
detrimental to the best interests of the corporation.
The board of directors may by a majority authorize expulsion of a member or
termination of membership. In the event that any such termination or
expulsion is contemplated, the board of directors shall notify the member, in
writing, of the reasons for the proposed action and of the time and place of
the meeting or conference call of the board of directors at which termination
or expulsion is to be considered not less than 15 days prior thereto. At
the meeting or during the conference call, the accused members shall be
entitled to respond to the stated reasons and be heard in his/her own defense.
ARTICLE
3
MEETINGS
OF MEMBERS
Section 3.1. Annual Meeting.
The annual meeting of the members of the corporation shall be held each
year at a time and date to be fixed by the officers of the corporation during
the month of January beginning with the year 1999 for the purpose of transacting
such business as may come before the meeting.
Section 3.2. Place of Meeting.
The Board of Directors may designate any place either within or without the
State of Oregon as a place of meeting for the annual meeting of members or for
any special meeting of members called by the Board of Directors.
Section 3.3 Action by Written Ballot.
Any action which may be taken at any annual, regular, or special meeting of
members, may be taken without a meeting if the corporation delivers a written
ballot to every member entitled to vote on the matter. A written ballot shall:
A. Set forth each proposed action; and
B. Provide an opportunity to vote for or against such proposed
action.
Approval by written ballot to this section shall be valid only when the
number of votes cast by ballot equals or exceeds any quorum required to be
present at a meeting authorizing the action and the number of approvals equals
or exceeds the number of votes that would be required to approve the matter at
a meeting at which the total number of votes cast is the same as the number of
votes cast by ballot. All votes by written ballot shall:
A. Indicate the number of responses needed to meet the
quorum
requirements;
B. State the percentage of approval necessary to approve
each
matter other than election of directors;
C. Specify a reasonable time by which a ballot must be received by
the corporation in order to be counted.
A written ballot once received by the corporation may not be revoked.
Section 3.4. Failure to Hold Annual
Meeting.
In the event the annual meeting of the members of this corporation shall
not be held as provided, the election of directors and all other business which
might have been transacted at such annual meeting may be transacted at any
adjournment of such meeting or at any special meeting of the members of this
corporation called for such purpose. The failure to hold an annual or
regular meeting at a time stated in or fixed in accordance with these Bylaws
does not affect the validity of any corporate action.
Section 3.5. Special Meetings.
Special meetings of the members of the corporation, for any purpose or
purposes, may be called by the president of the corporation, and shall be
called by the president at the request of 2/3 of the members of the
corporation. If 2/3 of the members of the corporation demand that a
meeting be scheduled, and the president fails to schedule the meeting within 30
days after delivery of the written demand or demands to the corporation, then
the person(s) signing the demand or demands may set the time and place of the
meeting and give notice of the meeting consistent with the notice requirements
set forth in ORS 65.214.
Section 3.6. Notice of Meeting.
Written or printed notice stating the place, day and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (10) nor more than
fifty (50) days before the meeting date, at the direction of the president or
other persons calling the meeting, to each member of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the member at the address as
it appears on the membership list of the corporation, with first class postage
prepaid.
Section 3.7. Determining Members of
Record.
The board of directors may fix a time in the future as a record date for
the determination of the members entitled to notice of, and to vote at, any
meeting of the members. The record date so fixed shall not be more than
fifty (50) days prior to the date of meeting. When a record date is so
fixed, only members of record on that date are entitled to notice of, and to
vote, at the meeting. If the board of directors does not fix such a
record date, members of record on the day three (3) days prior to any meeting
of the members are entitled to vote at the meeting.
Section 3.8. Voting Lists.
The officer or agent having charge of the membership list for the
corporation shall make, at least ten (10) days before each meeting of the
members, a complete list of the members entitled to vote at such meeting, or
any adjournment of it, arranged in alphabetical order, with the address of
each, which list, for a period of ten (10) days prior to such meeting, shall be
kept on file at the registered office of the corporation and shall be subject
to inspection by any member at any time during usual business hours. Such
list shall also be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any member during the whole time of
the meeting. The original membership list shall be prima facie evidence
as to who are the members entitled to examine such list or to vote at any
meeting of members.
Section 3.9. Quorum of Members.
Fifteen percent (15%) of the outstanding members of the corporation
entitled to vote, represented in person or by written ballot, shall constitute
a quorum at a meeting of the members of the corporation. If less than
fifteen percent (15%) of the members are represented at a meeting, a majority
of the members so represented may adjourn the meeting from time to time without
further notice until a quorum is present or represented. At such
adjourned meeting during which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. The members present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough members to leave less than a quorum.
Section 3.10. Proxies.
At all meetings of members, a member may vote either in person or by proxy.
Section 3.11. Voting of Members.
Each member entitled to vote shall be entitled to one vote upon each matter
submitted to a vote at a meeting of members. The vote of a majority of
the members present and entitled to vote at any duly organized meeting shall
decide any question unless the vote of a greater number shall be required by
law or the Articles of Incorporation.
ARTICLE
4
BOARD OF
DIRECTORS
Section 4.1. General Powers.
The business and affairs of the corporation shall be managed by its board
of directors. Said board shall have the power and authority to make rules
and regulations for the conduct of their meetings and the management of the
corporation as they may deem proper which are not inconsistent with these
Bylaws and the laws of the state of Oregon. The board shall generally
have all of the powers necessary for the transaction of the business of this
corporation. It is expressly understood that nothing herein contained
shall be deemed to limit or restrict the general authority vested in the board
for the management and control of the corporation.
Section 4.2. Number, Election and Tenure.
The number of directors of the corporation shall be three, and shall be the
officers of the corporation. The directors shall be elected at an annual
meeting of the members by a majority vote of the members of the corporation,
and shall qualify and organize according to the term to which they are
elected. The terms of office of such director shall begin on 1 January of
the year following a special election, or immediately after election and
qualification at an annual meeting. Terms for each director shall be for
a period of three years. A director need not be a resident of the state
of Oregon or of the country of the United States of America.
Section 4.3. Regular Meeting.
A regular meeting of the board of directors of this corporation shall be
held without notice other than this bylaw immediately after and at the same
place as the annual meeting of the members of the corporation. The board
of directors may provide, by resolution, the time and place, either within or
without the state of Oregon, for the holding of additional regular
meetings. The resolution shall set forth the notice of the meetings.
Section 4.4. Special Meetings.
Special meetings of the board of directors may be called by or at the
request of two or more directors. The persons authorized to call special
meetings of the board of directors may fix any place or means of voice
communication, either within or without the state of Oregon, for holding a special
meeting of the board of directors called by them.
Section 4.5. Telephone Conference
Meetings.
Any regular or special meeting of the board may be by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other or can communicate to one
another in writing, such as by email or fax. Participation in such a
meeting shall constitute presence in person at the meeting.
Section 4.6. Notice of Meeting.
Notice of any special meeting shall be given at least five days prior to
such meeting by written notice delivered personally or mailed to each director
at the director's business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
so addressed, with first class postage paid. If notice is given by
telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. Any director may waive notice of any
meeting. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purposes of, any regular or special meeting of the board
of directors need be specified in the notice or waiver of notice of such
meeting.
Section 4.7. Quorum for Directors.
A majority of the number of directors fixed by Section 4.2 shall constitute
a quorum for the transaction of business at any meeting of the board of
directors. If less than a majority is present at a meeting, the director
or directors present may adjourn the meeting from time to time without further
notice.
Section 4.8. Manner of Acting.
The act of a majority of the directors present at a meeting at which a
quorum is present shall be the act of the board of directors, except where
these Bylaws require greater than a majority of the directors to approve any
act.
Section 4.9. Presumption of Assent.
A director of the corporation who is present at a meeting of the board of
directors at which action on any corporate matter is taken, shall be presumed
to have assented to the action taken, unless the director's dissent shall be
entered in the minutes of the meeting, or unless the director shall file his or
her written dissent to such action with the person acting as the secretary of
the meeting before the adjournment thereof, or shall forward such dissent by
registered mail to the secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
Section 4.10. Qualifications.
The fact that a person is an officer of the corporation or a member of the
corporation shall not disqualify the person from serving as a director of the
corporation.
Section 4.11. Vacancies.
Any vacancy occurring in the board of directors because of death,
resignation, removal, disqualification or otherwise may be filled by the
affirmative vote of a majority of the members of the corporation. A
director elected to fill a vacancy shall be elected for the unexpired term of
the director's predecessor in office. Any directorship to be filled by
reason of an increase in the number of directors shall be filled by election at
an annual meeting or at a special meeting of members called for that purpose
unless otherwise provided in the Articles of Incorporation.
Section 4.12. Resignation of Directors.
Any director of the corporation may resign at any time by giving written
notice to the corporation, to the board of directors, or to the chairman of the
board, or to the president, or the secretary of the corporation. Any such
resignation shall take effect at the time specified therein or, if the time be
not specified therein, upon its acceptance by the board of directors.
Section 4.13. Removal of Directors.
The members of the corporation, at any meeting called for the purpose, by vote
of a majority of the members, may remove from office any member of the board
of directors and elect or appoint the successor. The director may
be removed only with cause. Nothing in these Bylaws shall prohibit the
entire board of directors from being removed.
Section 4.14. Action Without Meeting.
Any action which is required or permitted to be taken at a board of
directors meeting may be taken without a meeting if one or more consents in
writing describing the action taken is signed by all of the directors entitled
to vote on the matter. The consents, which shall have the effect as a
unanimous vote of the directors, shall be filed in the records or minutes of
the corporation. The action taken is effective when the last director
signs the consent unless the consent specified an earlier or later effective
date.
ARTICLE
5
OFFICERS
Section 5.1. Number and Qualifications.
The officers of the corporation shall consist of the president, secretary-treasurer,
and editor, each of whom shall be elected by the members of the corporation at
such time and in such manner as provided in these Bylaws. An officer
shall be a member in good standing of the corporation.
Section 5.2. Election and Term of Office.
The officers shall be elected for a three (3) year term. Each officer
shall hold office until that officer’s successor
shall have been elected and shall qualify or until that officer shall resign or
shall be removed in a manner hereinafter provided.
Section 5.3. Removal.
Any officer or agent elected or appointed by the members of the corporation
may be removed by the members whenever in its judgment the best interests of
the corporation would be served thereby. Election or appointment of an officer
or agent shall not of itself create contract rights.
Section 5.4. Vacancies.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the members for the unexpired
portion of the term.
Section 5.5. Duties of Officers.
A. President.
The president shall be the official head of the corporation. The
president shall in general supervise all the business and affairs of the
corporation. The president, or an officer appointed by him or her, shall
preside at all meetings of the members and of the board of directors. The
president shall see that all orders and resolutions of the board of directors
are implemented. The president shall appoint standing and special
committees from the membership of the corporation upon approval of the board of
directors.
B. Secretary-Treasurer.
1. The role of the secretary shall be:
(a) To keep the minutes of the meetings of the members and of the
board of directors in one or more books provided for that purpose.
(b) To see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law.
(c) To sign and execute, or to delegate to another officer the signing
and execution of, deeds, bonds, contracts and other obligations or instruments
in the name of the corporation.
(d) To authenticate records of the corporation.
(e) To maintain an accurate list of current members, including their mailing
addresses and membership status; and to keep copies of membership records for
the previous five years.
(f) To file copies of corporation records with the registered office, and to
maintain files of all correspondence affecting the status of the corporation,
all financial transactions, past members of the society, and publications of
the society for permanent archiving at a repository selected by the board of
directors.
2. The role of the treasurer shall be:
(a) To have the care and custody of and be responsible for all funds
and investments of the corporation and to cause to be kept regular books or
electronic records of accounts.
(b) To cause to be deposited all funds and other valuable effects in the
name of the corporation in such depositories as may be approved by the board of
directors.
(c) To cause all bills submitted to the secretary-treasurer to be paid
promptly.
C. Editor.
The editor shall be responsible for carrying out the publications program of
the corporation in accordance with the publication policy as established by the
board of directors.
D. Subordinate Offices.
The board of directors may from time to time create such subordinate offices
and employ such subordinate officers or agents as it may deem expedient and may
define their powers and duties, provided such powers and duties do not
constitute a delegation of such authority as is given to the board of directors
by law, which shall be exercised and performed exclusively by them.
Individuals appointed to fill the positions of subordinate offices shall not be
directors of the corporation.
Section 5.7. Removal of Officers.
The members, at any meeting called for the purpose, by vote of a majority
of the members, may remove any officer from office and elect or appoint the
successor. The officer may be removed only with cause.
Section 5.8. Resignation of Officers.
Any officer of the corporation may resign at any time by giving written
notice to the corporation, to the board of directors, or to the chairman of the
board, or to the president, or the secretary of the corporation. Any such
resignation shall take effect at the time specified therein or, if the time be
not specified therein, upon its acceptance by the board of directors.
ARTICLE
6
COMMITTEES
Section 6.1. Standing Committees and
Appointment.
Standing Committees of the corporation shall be a Finance Committee, a
Nominations and Elections Committee, a Publications Committee and an Editorial
Advisory Committee. The committees and their chairmen shall be appointed
by the president upon approval by the board of directors.
Section 6.2. Finance Committee.
The Finance Committee shall review and approve the annual financial report
of the secretary-treasurer, auditing appropriate records if necessary; and
shall annually recommend the budget for the corporation for the upcoming year.
Section 6.3. The Nominations and
Elections Committee.
The Nominations and Elections Committee shall offer a slate for each
elective office. Voting members may make nominations to the committee
provided they are supported by three (3) voting members and are received by 15
June of the election year. The final slate and ballot shall be sent to
the voting membership on or about 1 August. The ballots shall be marked
with the date by which they must be returned to be valid, with a recommended
date of 15 September so that results of the election can be disseminated to the
membership prior to the start of a new calendar year.
Section 6.4 Publications Committe
The Publications Committee shall review and make recommendations on
publication policies and programs.
Section 6.5. Editorial Advisory
Committee.
The Editorial Advisory Committee shall assist the editor in reviewing the
manuscripts which have been submitted.
ARTICLE
7
CONTRACTS,
LOANS, CHECKS AND DEPOSITS
Section 7.1. Contracts.
The board of directors may authorize any officer or officers, agent or
agents to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the corporation, and such authority may be in general
or confined to specific instances.
Section 7.2. Loans to Corporation.
No loans shall be contracted on behalf of the corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution
of the board of directors. Such authority may be general or confined to
specific instances.
Section 7.3. Checks, Drafts. Etc..
All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation, shall be
signed by such officer or officers, agent or agents of the corporation, and in
such manner as shall from time to time be determined by resolution of the board
of directors.
Section 7.4. Deposits.
All funds of the corporation not otherwise employed shall be deposited from
time to time to the credit of the corporation in such banks, trust companies,
or other depositories as the board of directors may select.
ARTICLE
8
FISCAL
YEAR
The fiscal year of this corporation shall commence on 1 January and end on
31 December.
ARTICLE
9
CORPORATE
RECORDS - INSPECTION
Section 9.1. Maintenance of Records.
The corporation shall maintain adequate and correct books, records and
accounts of its business and properties. Except as otherwise provided by
law, all of these books, records and accounts shall be kept at its principal
office.
Section 9.2. Inspection of Books and
Records.
A member of the corporation is entitled to inspect and copy, during regular
business hours at a reasonable location specified by the corporation, all
books, records and accounts of the corporation if the member gives the corporation
written notice of the member's demand at least five (5) business days before
the date on which the member wishes to inspect and copy. The member may
inspect and copy such records only if the member's demand is made in good faith
and for a proper purpose, the member describes with reasonable
particularity the member's purpose and the records the member desires to
inspect, and the records are directly connected with the member's purpose.
Section 9.3. Inspection of Bylaws and
Articles of Incorporation.
A member of the corporation is entitled to inspect and copy, during regular
business hours at the corporation's principal office, the Articles of
Incorporation and all amendments or restatements, the bylaws and all amendments
or restatements, and any resolution adopted by the board of directors, if the
member gives the corporation written notice of the member's demand at least
five (5) business days before the date on which the member wishes to inspect
and copy. The corporation may impose a reasonable charge covering the
costs of labor and materials for copies of any documents provided to the
member. Such charge may not exceed the estimated costs of production or
reproduction of the records.
ARTICLE
10
WAIVER
OF NOTICE
Whenever any notice is required to be given to any member or director of
the corporation under the provisions of these Bylaws, under the provisions of
the Articles of Incorporation, or under the provisions of the Oregon Non-Profit
Corporation Act, a waiver of the notice in writing, signed by the person or
persons entitled to the notice, whether before or after the time stated in the
notice, shall be deemed equivalent to the giving of the notice.
ARTICLE
11
LIMITATION
OF LIABILITY OF QUALIFIED DIRECTORS
A qualified director has the meaning given to that term by ORS 65.369 et
seq. The civil liability of a qualified director for the performance or
nonperformance of the director's duties shall be limited to gross negligence or
intentional misconduct.
ARTICLE
12
INDEMNIFICATION
OF DIRECTORS AND OFFICERS
The corporation shall indemnify to the fullest extent permitted by the
Oregon Non-Profit Corporation Act any person who has been made, or is
threatened to be made, a party to an action, suit, or proceeding, whether
civil, criminal, administrative, investigative, or otherwise (including
an action, suit, or proceeding by or in the right of the corporation) by reason
of the fact that the person is or was a director or officer of the corporation,
or a fiduciary within the meaning of the Employee Retirement Income Security
Act of 1974 with respect to any employee benefit plan of the corporation.
The right to and the amount of indemnification shall be determined in
accordance with the provisions of the Oregon Non-Profit Corporation Act in
effect at the time of the determination.
The amount paid to any officer or director by way of indemnification shall not
exceed that officer's or director's actual, reasonable, and necessary expenses
incurred in connection with the matter involved and such additional amount that
may be fixed by the board of directors.
The right of indemnification herein above provided for shall not be
exclusive of any rights to which any director or officer of the corporation may
otherwise be entitled by law.
ARTICLE
13
INTERESTED
PARTIES
Section 13.1. Director Conflict of
Interest.
A director of the corporation shall not be disqualified by the director's
office from contracting with the corporation as vendor, purchaser or otherwise;
nor shall any contract or arrangement entered into by or on behalf of the
corporation in which any director is in any way interested be avoided on that
account, provided that such contract or arrangement shall have been approved or
ratified by a majority of the board of directors without counting in such
majority the director so interested, although such director may be counted
toward a quorum, or shall have been approved or ratified by the affirmative
action of a majority of the members of the corporation, and the interest shall
have been disclosed or known to the approving or ratifying directors or
members.
Section 13.2. Loans to or Guaranties for
Directors or Officers.
The corporation shall not make a loan, guaranty an obligation, or modify a
preexisting loan or guaranty to or for the benefit of a director or officer of
the corporation except as provided for in ORS 65.364.
ARTICLE
14
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws adopted by
the members by a majority vote of the members at any regular or special meeting
or by mail ballot with notification provided no later than thirty (30) days
prior to the mailing of the ballot, subject to repeal or change by action of
the members. The board of directors may not amend the Bylaws.
ARTICLE
15
COUNTERPARTS
These Bylaws and any minutes or agreements on behalf of the Corporation may
be executed in any number of counterparts, each of which shall be deemed as an
original and all of which shall constitute one and the same instrument
EFFECTIVE this 6th day of July, 1998, as certified by the board of
directors.
01 January 2007
© 1997-2007 Society of Bead Researchers