Corporate
Policies
(as required by the Bylaws of the
Society of Bead Researchers, as cited by Article or Section, as determined
prudent based upon statements in the Bylaws, or by federal or state
requirements)
CORPORATE STATEMENT
Corporation Name
Society of Bead Researchers (SBR Bylaws, Section 1.1).
Corporate Status
Federal (United States of America Internal
Revenue Service [IRS])
1. Exempt from federal income tax under Section 501 (c) (3) for an
advanced ruling period from 25 April 1997 to 31 December 2001 (IRS, letter
dated 26 October 1998). Based upon the filing of a). IRS Form 1023,
Application of Recognition of Exemption, and b). IRS Form 8718, User Fee for
Exempt Organization Determination Letter Request, on 10 July 1998; with a subsequent
response for additional information filed 12 October 1998.
Corporations, and any community chest, fund, or foundation, organized and
operated exclusively for religious, charitable, scientific, testing for public
safety, literary, or educational purposes, or to foster national or
international amateur sports competition (but only if no part of its activities
involve the provision of athletic facilities or equipment), or for the
prevention of cruelty to children or animals, no part of the net earnings of which
inures to the benefit of any private shareholder or individual, no substantial
part of the activities of which is carrying on propaganda, or otherwise
attempting, to influence legislation (except as otherwise provided in
subsection (h)), and which does not participate in, or intervene in (including
the publishing or distributing of statements), any political campaign on behalf
of (or in opposition to) any candidate for public office (26 USC 501 (c) (3) as
of 6 January 1997).
2. Publicly supported organization under Section 509 (a) (2) (not a
private foundation) for an advanced ruling period from 25 April 1997 to 31
December 2001 (IRS, letter dated 26 October 1998). Based upon the filing
of IRS Form 872-C, Consent Fixing Period of Limitation Upon Assessment of Tax
Under Section 4940 of the Internal Revenue Code, filed with the response
for additional information on 12 October 1998.
An organization which -
(A) normally receives more than one-third of its support in each taxable
year from any combination of -
(i) gifts, grants, contributions, or membership
fees, and
(ii) gross receipts from admissions, sales of merchandise, performance of
services, or furnishing of facilities, in an activity which is not an unrelated
trade or business (within the meaning of section 513), not including such
receipts from any person, or from any bureau or similar agency of a
governmental unit (as described in section 170(c)(1)), in any taxable year to
the extent such receipts exceed the greater of $5,000 or 1 percent of the organization's
support in such taxable year, from persons other than disqualified persons (as
defined in section 4946) with respect to the organization, from governmental
units described in section 170(c)(1), or from organizations described in
section 170(b)(1)(A) (other than in clauses (vii) and (viii)), and
(B) normally receives not more than one-third of its support in each
taxable year from the sum of -
(i) gross investment income (as defined in
subsection (e)) and
(ii) the excess (if any) of the amount of the unrelated business taxable income
(as defined in section 512) over the amount of the tax imposed by section 511
(26 USC 509 (a) (2) as of 6 January 1997).
State of Oregon
1. Nonprofit, public benefit corporation as of 25 April 1997
(Registry Number 572356-82).
2. Registered under the Oregon Charitable Trust and Corporation Act
(Registration Number 26512). Based upon the filing of an Oregon Department of
Justice Form RF-C, Registration Form for Corporations, on 18 August 1998.
Identification and Registration Numbers
Federal
Employer Identification Number:
91-1823610 (per IRS Application of Employer Identification Number, time-stamped
20 June 1997).
DLN: 17053203010048 (per IRS letter
dated 26 October 1998)
State of Oregon
Corporation Registry Number:
572356-82 (per State of Oregon, Corporation Division, 1998 Annual Report filed
25 March 1998).
Department of Justice Registration Number:
26512 (per State of Oregon, Department of Justice letter dated 31 August 1998)
Fiscal Year
1 January to 31 December (SBR Bylaws, Article 8).
Record Date for Determining Members of Record
Entitled to Notice of, and to Vote at, any Meeting
30 November (as signified by this signed policy, per SBR Bylaws, Section
3.7).
Principal Office (SBR Bylaws, Section 1.2.)
Required by the State of Oregon under laws governing nonprofit
organizations. Must be located in Lane County, Oregon (the county in
which the nonprofit corporation was incorporated)
Howard F. Feinman, P.C., Attorney at Law
96 East Broadway, Suite 3
Eugene, OR 97301
Phone: (541) 687-1501
FAX: (541) 687-8606
Email: hfeinman@cyber-dyne.com
Registered Office (SBR Bylaws, Section
1.3.)
Required by the State of Oregon under laws governing nonprofit
organizations. Must be located in Oregon (the state in which the
nonprofit corporation was incorporated, but need not be identical with the
principal office).
Howard F. Feinman, P.C., Attorney at Law
96 East Broadway, Suite 3
Eugene, OR 97301
Phone: (541) 687-1501
FAX: (541) 687-8606
Email: hfeinman@cyber-dyne.com
Subordinate Offices (SBR Bylaws,
Section5.5.D.)
Created by the board of directors as deemed necessary. The only
subordinate office presently authorized is the business office maintained by
the secretary-treasurer at:
PO Box 7304
Eugene, OR 97401
Email: lross@bigfoot.com
Phone: number not to be released to the membership or the public.
MEMBERSHIP, MEMBERS OF RECORD, AND MEMBERSHIP
DUES
Membership
1. Membership shall be personal to any individual or institution (SBR
Bylaws, Section 2.3.).
2. Membership shall not survive the death of any individual and may not
be transferred or assigned by any institutional member (SBR Bylaws, Section
2.3.).
3. Membership may be resigned at any time (SBR Bylaws, Section 2.4.).
4. Members not personally liable for the acts of the corporation (SBR
Bylaws, Section 2.5.).
5. Membership may be terminated by the board of directors for any action
detrimental to the corporation (SBR Bylaws, Section 2.6.).
Members of Record
Members paid for the calendar year ending on 30 November shall be
considered as a member of record and entitled to vote on actions for the
following calendar year (following SBR Bylaws, Section 3.7).
Membership Dues
1. Proposed by the board (SBR Bylaws, Section 2.2.).
2. Instituted by a majority vote of the membership (SBR Bylaws, Section
2.2.). As instituted by the membership voting on incorporation:
a. North American Membership
1.). Individual, $20.00 US
2). Sustaining, $45.00 US
3). Patron, $75.00 US
4). Benefactor, $150.00 US
b. Overseas Membership
1.). Individual, $30.00 US
2). Sustaining, $45.00 US
3). Patron, $75.00 US
4). Benefactor, $150.00 US
BOARD OF DIRECTORS, SUBORDINATE OFFICERS, AND
COMMITTEES
Board of Directors
1. Any member of the corporation in good standing may become a
director (SBR Bylaws, Sections 4.10. and 5.1.).
2. There are three directors or officers of the corporation (SBR Bylaws,
Sections 4.2. and 5.1.):
a. President
b. Secretary-Treasurer
c. Editor
3. The directors are elected by the membership at the annual meeting
or by written ballot (SBR Bylaws, Section 4.2.). As determined by the
membership voting on incorporation:
a. President: Jeffrey Mitchem
b. Secretary-Treasurer: Lester Ross
c. Editor: Karlis Karklins
4. The terms of office of the directors shall be three years
beginning 1 January of the year in which the election occurred (SBR Bylaws,
Sections 4.2. and 5.2.).
5. Any director may resign at any time by written notice SBR Bylaws,
(Sections 4.12. and 5.8).
6. Any director may be removed by vote of the membership (SBR Bylaws,
Sections 4.13., 5.3., and 5.7.).
7. Any vacancy created on the board of directors may be filled by a vote
of the membership for the remaining term of the vacancy (SBR Bylaws, Sections
4.11. and 5.4.).
Subordinate Officers (SBR Bylaws,
Section 5.5.D.)
1. Appointed by the board of directors as deemed necessary.
2. Must be members in good standing, and may not be directors of the
corporation.
Committees
There are four standing committees of the corporation, and their chairs
shall be appointed from the membership by the president and approved by the
board of directors (Section 6.1.):
1. Finance Committee (SBR Bylaws, Section 6.2.).
2. Nominations and Elections Committee (SBR Bylaws, Section 6.3.).
3. Publications Committee (SBR Bylaws, Section 6.4.).
4. Editorial Advisory Committee (SBR Bylaws, Section 6.5.).
MEETINGS
Annual Meetings
1. Open to all members of the corporation.
2. To be held each year during the month of January (SBR Bylaws, Section
3.1.).
3. May be held anywhere (SBR Bylaws, Section 3.2.).
4. Need not be held, but if corporate action is required, such action
must be taken by written ballot (SBR Bylaws, Sections 3.3.-3.4.).
5. May be adjourned by a majority vote of the members present if less
than 15% of the members listed on the Voting List attend the meeting or have
provided their proxies (SBR Bylaws, Sections 3.9.-3.10.).
Special Meetings of the Membership
1. Open to all members of the corporation (SBR Bylaws, Section 3.5.).
2. May be called by the:
a. President (SBR Bylaws, Section 3.5.).
b. By 2/3 of the membership listed on the Voting List (SBR Bylaws,
Section 3.5.).
3. May be adjourned by a majority vote of the members present if less
than 15% of the members listed on the Voting List attend the meeting or have
provided their proxies (SBR Bylaws, Section 3.9.-3.10.).
Regular Meetings of the Board of Directors
1. Open to all directors (SBR Bylaws, Section 4.3.).
2. Held without notice immediately after and at the same place as the
annual meeting (SBR Bylaws, Section 4.3.).
3. Additional meetings may be held by resolution of the directors, and
this resolution will provide the notice of these meetings (SBR Bylaws, Section
4.4).
4. May occur in person, by means of voice communication, or by written
communication such as email or fax (SBR Bylaws, Section 4.5.).
Special Meetings of the Board of Directors
1. Open to all directors (SBR Bylaws, Section 4.4.).
2. May be called by or at the request of two or more directors (SBR
Bylaws, Section 4.4.).
3. May occur in person, by means of voice communication, or by written
communication such as email or fax (SBR Bylaws, Sections 4.4-4.5.).
Action without Meetings of the Board of
Directors
Actions may be taken without meetings if the directors consent in writing
either before of after an action is taken (SBR Bylaws, Section 4.14.).
VOTING MEASURES
Voting by Members
1. Only members of record as identified on the Voting List may vote
(SBR Bylaws, Section 3.8.).
2. The quorum of members (either in person, by mail ballot, or by proxy)
necessary to vote before the results of a ballot or voice vote may be
considered valid is 15% of the members listed on the Voting List (SBR Bylaws,
Sections 3.9.-3.10.).
3. A vote of the majority of a quorum of members shall decide any
question (SBR Bylaws, Section 3.11.).
Voting by Directors
1. The majority of directors constitutes a quorum for meetings of the
board of directors (SBR Bylaws, Section 4.7.).
2. The votes of a majority of directors shall decide any question (SBR
Bylaws, Section 4.8.).
3. If fewer than the majority of directors are present at a meeting of
the board of directors, the director(s) present may adjourn the meeting (SBR
Bylaws, Section 4.7.).
4. Directors present at meetings of the board of directors shall be
presumed to have assented to actions taken, unless a director’s dissent
shall have been:
a. Entered in the minutes of the meeting, or
b. Filed in writing with the secretary of the meeting before its
adjournment, or
c. Forwarded by registered mail to the secretary-treasurer immediately
after the meeting (SBR Bylaws, Section 4.9.).
DUTIES OF THE MEMBERSHIP, BOARD OF DIRECTORS,
OFFICERS, AND COMMITTEES
Duties of the Membership
1. Membership dues are instituted by a majority vote of the voting
members by mail ballot (SBR Bylaws, Section 2.2.).
2. Vote on corporate actions at annual meetings or by written ballot (SBR
Bylaws, Section 3.3.).
3. Submit the names of members to the Nominations and Elections Committee
as candidates for elective office (SBR Bylaws, Section 6.3.).
4. May inspect and copy all books, records, accounts, Bylaws, and
articles of incorporation of the corporation upon receipt of written notice of
a good faith at least five business days before the date on which the member
wishes to visit the principal office (SBR Bylaws, Sections 9.2.-9.3.).
Duties of the Board of Directors
1. Offices and Subordinate Officers
a. Change the principal office as necessary.
b. Change the registered office as necessary (SBR Bylaws, Section 1.3.).
c. Establish subordinate offices and/or appoint subordinate officers as
necessary (SBR Bylaws, Section 5.5.D.).
2. Membership and Membership Dues
a. Terminate members for actions detrimental to the corporation (SBR
Bylaws, Section 2.6.).
b. Propose membership dues to be voted on by the membership (SBR Bylaws,
Section 2.2.).
3. Meetings
a. Fix the time, date, and place for the annual meeting (SBR Bylaws,
Sections 3.1.-3.2.).
b. Propose additional regular and special meetings of the board of
directors (SBR Bylaws, Sections 4.3.-4.5.).
c. Approve agenda of special meetings.
d. Attend all meetings of the corporation.
4. Elections and Voted Measures
a. Prepare and approve written ballots for membership vote.
b. Fix a date as the record date for determining the members of record
who may vote on ballot measures (SBR Bylaws, Section 3.7.).
c. Approve the final slate for an election of officers by 15 July of the
election year and instruct the secretary-treasurer to prepare and mail the
final ballot about 1 August.
5. Manage the business and affairs of the corporation (SBR Bylaws,
Section 4.1.).
a. Archives: Select a permanent archive for one copy of each
publication of the corporation (SBR Bylaws, Section 5.5.B.1.f.).
b. Financial Affairs
1). Select financial depositories for all funds and investments of
the corporation (SBR Bylaws, Sections 5.5.B.2.b. and 7.4.).
2). Approve annual budgets and financial reports.
3). May authorize any officer(s) or agent(s) to enter into any contract
on behalf of the corporation (SBR Bylaws, Section 7.1.).
4). Shall authorize any loan on behalf of the corporation (SBR Bylaws,
Section 7.2.).
5). Shall authorize all payments on behalf of the corporation to be
signed by designated officers or agents (SBR Bylaws, Section 7.3.).
Presently, the only officer authorized to pay a bill on behalf of the
corporation is the secretary-treasurer (SBR Bylaws, Section 5.5.B.2.c.).
6). Shall indemnify any director or officer who has been made, or is
threatened to be made, a party to any legal action, not to exceed any
reasonable and necessary expenses incurred in such action (SBR Bylaws, Article
12).
c. Publication Program
1). Establish a publication program for the corporation.
2). Institute publication policy for the corporation (SBR Bylaws, Section
5.5.C.).
Duties of the President (SBR Bylaws,
Section 5.5.A.)
1. Supervise all the business and affairs of the corporation.
2. Preside at all meetings of the corporation.
3. Prepare the agenda for the annual meeting.
4. Disseminate, or direct the secretary-treasurer to disseminate, agenda
for meetings.
5. Direct the secretary-treasurer to prepare written notices and ballots
for mailing.
6. Appoint standing and special committees from the membership upon
approval of the board of directors.
7. Ensure that all orders and resolutions of the board of directors are
implemented.
Duties of the Secretary-Treasurer (SBR Bylaws,
Section 5.5.B.)
As secretary,
1. Produce and disseminate written notices and ballots.
a. Meeting notices must:
1). State the place, day, and hour of the meeting (SBR Bylaws,
Section 3.6.).
2). For special meetings of the membership, state the purpose(s) for
which the meeting is called (SBR Bylaws, Section 3.6.).
3). For annual and special meetings of the membership, deliver the notice
not less than 10 nor more than 50 days before the meeting date to all members
of record, with posting of the notice deemed delivered when deposited in the
United States mail, addressed to the member at the address as it appears on the
membership list and with first class postage prepaid (SBR Bylaws, Section
3.6.).
4). For additional regular or special meetings of the board of directors,
deliver the notice at least five days prior to the meeting by mail or telegram.
b. Written ballots must:
1). Set forth each proposed action (SBR Bylaws, Section 3.3.).
2). Provide an opportunity to vote for or against each proposed action
(SBR Bylaws, Section 3.3.).
3). Indicate the number of responses needed to meet the quorum
requirements (Section 3.3.), with a quorum equal to 15% of the members listed
on the current Voting List (SBR Bylaws, Section 3.9.).
4). State the percentage of approval necessary to approve each action
(SBR Bylaws, Section 3.3.).
5). Specify a date when the completed ballot must be received to be
counted (SBR Bylaws, Section 3.3.).
6). For the election of officers of the corporation, send the final slate
and ballot to the membership for a vote about 1 August. The ballots shall
be marked with the date by which they must be returned to be valid, about 15
September (SBR Bylaws, Section 6.3.).
7). For changes to the Bylaws, provide notification of an amendment to
the membership no later than 30 days prior to the mailing of the ballot or the
vote taken at a meeting (SBR Bylaws, Article 14).
2. Disseminate agenda for meetings as directed by the president.
3. Maintain the membership list of the corporation for the current and
previous five years:
a. On 30 November, prepare a copy of the Voting List of members paid
as of 30 November and file a copy at the registered office at least 10 days
prior to any meeting (SBR Bylaws, Section 3.8.).
b. Produce a copy of the Voting List at any meeting of the corporation
(SBR Bylaws, Section 3.8.).
4. Determine if a quorum for purposes of voting by the membership has
been met (15% of members listed on the Voting List).
5. Receive, count, and store completed written ballots from the
membership; reporting results to the board of directors.
6. Record the minutes of meetings.
7. Sign and execute all deeds, bonds, contracts, and other obligations of
the corporation.
a. As changed, notify the IRS of any corporate changes in the
society’s name, address, bylaws, sources of support, purpose, character,
or method of operation. Send a copy of all new or modified bylaws.
b. Annually by 25 April, file an Annual Report with the State of Oregon
Corporation Division by (copies of the report form should be mailed by the
state to the SBR attorney sometime after the 1st of the year).
c. Annually by 15 May, file an Annual Report with the State of Oregon
Department of Justice (Form CT-12).
d. By 1 April 2001, “. . .send us [IRS] the information needed to
determine whether you have met the requirements of the applicable support test
during the advance ruling period. . . (IRS letter dated 26 October 1998), in
order for the IRS to make a final ruling that the society is a “publically supported organization” (Section 509 (a)
(2), and not a private foundation.
8. Maintain the records of the corporation by:
a. Maintaining adequate and correct books, records and accounts of
its business and properties at its principal office (SBR Bylaws, Section
9.1.). This is to include the maintenance of the society’s
“Non-Profit Corporation Book.”
b. Authenticating all records of the corporation.
c. Filing copies of all corporation records with the registered office.
d. Filing all correspondence affecting the status of the corporation.
e. Filing all financial transactions of the corporation.
f. Storing archival copies of the publications of the corporation at a
repository selected by the board of directors.
As treasurer,
1. Maintain all funds and investments of the corporation in such
depositories as approved by the board of directors.
2. Maintain all financial records of the corporation.
3. Establish acceptable accounting practices to be able to produce
financial summary documents to meet federal and state requirements. For
foreign expenditures, use a foreign currency accounting form similar to the
society’s “Canadian Publication Accounting Form.”
4. Deposit all income, and pay all bills promptly.
5. Send IRS tax receipts to all contributors and sustaining, patron, and
benefactor members.
6. The society is:
. . .not required to file [IRS] Form 990, Return of Organization Exempt
From Income Tax, if your gross receipts each year are normally $25,000 or
less. If you receive a Form 990 package in the mail, simply attach the
label provided, check the box in the heading to indicate that your annual gross
receipts are normally $25,000 or less, and sign the return. . . .
If a return is required [for annual income over $25,000], it must be filed by
the 15th day of the fifth month after the end of your annual accounting period
[i.e., 15 May]. . . . You are not required to file federal income
tax returns unless you are subject to the tax on unrelated business income under
section 511 of the Code” (IRS letter dated 26 October 1998).
7. Prepare an Annual Report of the previous fiscal year (1 January to
31 December) for the SBR Finance Committee and submit it to the Editor for
publication in the Spring issue of the SBR newsletter.
8. Prepare a proposed budget for the upcoming fiscal year for the Finance
Committee and Board of Directors in time for the SBR Annual Meeting (generally
early January).
Duties of the Editor
Carry out the publications program of the corporation in accordance with
the publication policy established by the board of directors.
Duties of the Subordinate Officers (SBR
Bylaws, Section 5.5.D.)
Fulfill the duties assigned by the board of directors.
Duties of the Standing Committees
1. Duties of the Finance Committee (SBR Bylaws, Section 6.2.)
a. Review and approve the annual financial report of the
secretary-treasurer, auditing appropriate records if necessary, and submitting
the approval and/or comments to the board of directors.
b. Recommend the annual budget for the corporation for the upcoming year
to the board of directors.
2. Duties of the Nominations and Elections Committee (SBR Bylaws,
Section 6.3.)
a. Offer a slate for each elective office (presently the president,
secretary-treasurer, and editor) to the board of directors, either by:
1). Offering names selected by the members of the committee, or
2). Providing the names of members submitted by a member of the
corporation supported by three members of the corporation by 15 June of the
election year.
b. Provide the board of directors with the final slate by 1July of
the election year.
3. Duties of the Publications Committee (SBR Bylaws, Section 6.4.)
Review and make recommendations to the board of directors on publication
policies and programs.
4. Duties of the Editorial Advisory Committee (SBR Bylaws, Section
6.5.)
Assist the editor in reviewing the manuscripts submitted for publication.
These policies, having been read, are signed and approved by the board of
directors.
01
January 2007
© 1997-2007 Society of Bead Researchers