The following draft is the Bylaws for Friends of Occupy Portland (FOOP), our nonprofit 501(c)(4) for accepting donations. Please review over these because they will be coming for consensus at Spokes Council in the near future.
ARTICLE I
NAME AND LOCATION
1.1. Name. The name of this Corporation, which is a Nonprofit Corporation organized under the Nonprofit Corporation Act of the State of Oregon, is Friends Of Occupy Portland (hereinafter “Corporation”).
1.2. Location. Mailing Address is PO Box 2443, Portland, OR 97203. The principle place of business and administrative shall be located at Occupy Portland.
ARTICLE II
PURPOSE
2.1. Purpose. This Corporation shall be organized and operated exclusively for the purposes to raise and provide funds to promote the common good and general welfare of the community and advocate view points on the controversial subjects and to support direct action on these subjects when such activity is beneficial to the community.
ARTICLE III
MEMBERSHIP
3.1. Membership. The Corporation shall have no members other than the persons elected or appointed as members of the Board of Directors, who shall be considered to be members of the Corporation for the purposes of any statutory provision or rule of law relating to members of a non-stock nonprofit corporation.
3.2. Qualifications for Membership. Each Occupy Portland Spokes Council accepted Committee, Caucus, or Tribe is entitled, although not obligated, to appoint one (1) representative to the Board of Directors. Board members are nominated according to the(internal) process of the Committee, Caucus or Tribe they represent.
3.3. Compensation. Members shall receive no compensation for their services as members.
ARTICLE IV
BOARD OF DIRECTORS
4.1. Powers. Subject to the limitations of the Articles of Incorporation,
(a) The Board of Directors shall take no actions on behalf of this corporation, other than those actions outlined in these Articles, until such time as the Bylaws are completed, and then shall exercise only those powers and authorities established in the Bylaws.
(b) All decisions of the Board are subject to the review and approval of the Occupy Portland Spokes Council.
(c) The Spokes Council may rescind, repeal or veto any actions or decisions of the Board of Directors by a 90% majority vote.
4.2. Number of Directors. The initial number of the Directors shall be three (3). This number may be increased or decreased without further amendment of these Bylaws. At no time may the number of the Directors be less than three (3).
4.3. Term of Office. The Board of Directors serves at the discretion of the Spokes Committee, Caucus, or Tribe that appointed them.
4.4. Revocation of Membership.Any member of the Board of Directors may be removed from the Board by a 90% majority decision of the Spokes Council. Cause for removal by the Spokes Council exists whenever a Director:
(a) fails to attend three (3) consecutive regular meetings of the Board of Directors,
(b) violates the community norms established by Occupy Portland.
Any member of the Board of Directors may be removed from the Board by a 90% majority vote of the members of the Board of Directors. Cause for removal by the Board exists whenever a Director:
(c) has committed a material breach of his or her fiduciary duty.
4.5. Meetings. The Annual Board Meeting shall be held at 6pm on October 6th of each year. Operational meetings shall either precede or follow the Occupy Portland Spokes Council.
4.6. Notice of Meetings.Notice of upcoming meetings shall be posted in plain view at the Occupy Portland Information Desk.
4.7. Quorum. A quorum shall consist of a minimum of three (3) Board members. An individual may not represent more than one (1) Committee, Caucus, or Tribe to the Board of Directors.
ARTICLE V
OFFICERS
5.1. Responsibility. All officers are subordinate and responsible to the Board of Directors, who are in turn subordinate and responsible to their respective Committee, Caucus or Tribe.
5.2. Number. The Executive Committee consists of the Apparitor, Scribe, Finance and Spending Officers. No person may hold multiple offices.
5.3. Apparitor. The Apparitor is elected from and by the Members of the Board, and serves at their discretion. The Apparitor shall be the chief executive and operating officer of the Corporation, and subject to the direction and under the supervision of the Board of Directors, shall have general charge of the agenda. The Apparitor shall preside at all meetings of the Board of Directors.
5.4. Scribe. The Scribe is elected from and by the Members of the Board. The Scribe shall cause to be kept at the principal office of the Corporation, a book of minutes of all meetings of directors and members. The Scribe shall keep a membership book containing names and addresses of each member, and the date upon which the membership ceased. The Scribe shall give notices of the meetings of the voting members as provided in these Bylaws. The Scribe shall also maintain and protect a file of all official and legal documents of the Corporation. The Scribe shall perform such other and further duties as may be required by law or the Bylaws.
5.5. Chief Finance Officer. The Finance Committee appoints a Chief Finance Officer (hereinafter CFO). The CFO shall have custody of all Corporation funds; keep full and accurate accounts of all receipts of the Corporation, an inventory of assets, and a record of the liabilities of the Corporation; deposit all money and other securities.
5.6. Chief Spending Officer. The Spending Committee appoints a Chief Spending Officer (hereinafter CSO). The CSO shall disperse the funds of the Corporation as ordered by the Spokes Council, taking proper vouchers for disbursements, and prepare all statements and reports required by law or by the Spokes Council.
ARTICLE VI
PROHIBITED ACTIVITIES
6.1. Actions Jeopardizing Tax Status. This Corporation shall not carry on any activities not permitted to be carried on by an organization exempt from federal income taxes under §501(c)(4) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States internal revenue law.
6.2. Private Inurement. No part of the net income or net assets of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, members or any other private persons. However, the Corporation is authorized to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of its tax exempt purposes.
6.3. Non-Discrimination. The Corporation does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations. These activities include, but are not limited to, hiring and firing of staff, selection of volunteers and vendors, and provision of services. We are committed to providing an inclusive and welcoming environment for all members of our staff, clients, volunteers, subcontractors, vendors, and clients.
6.4. Conflicts of Interest. A conflict of interest occurs when a person under a duty to promote the interest of the Corporation (a “fiduciary”) is in a position to promote a competing interest instead. Fiduciaries include all Corporation employees, directors or officers, and any members of any Corporation Committee. Undisclosed or unresolved conflicts of interests are a breach of the duty to act in the best interest of the Corporation and work to the detriment of the Corporation.
6.5. Typical Conflict Situations. Conflicts of interest are likely to arise whenever a fiduciary has a personal interest in a vendor of goods or services to the Corporation.
6.6. Discharging Conflict of Interest. All conflicts of interest must be disclosed to the Board of Directors. After disclosure is made, the individual with a conflicting interest must not participate in judging the merits of that interest. That is, such individual must abstain from voting on, or recommending a course of action with respect to, the situation giving rise to the conflict. When these are done, the conflict of interest has been properly discharged.
6.7. Preventing Conflict Situations. The Corporation, through the Board of Directors, shall encourage all fiduciaries to prevent conflicts of interest where possible.
(a) Fiduciaries should refuse to enter into self-dealing relationships with the Corporation as a Vendor.
(b) Fiduciaries should not accept any gifts from vendors.
6.8. Litigation. The Corporation shall not be a voluntary party in any litigation without the prior written approval of the Board of Directors.
ARTICLE VII
OTHER FINANCIAL MATTERS
7.1. Property of the Corporation. The title to all property of the Corporation, both real and personal, shall be vested in the Corporation.
7.2. Contracts. The Board of Directors, under the direct request and approval of the Spokes Council, may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on the behalf of the Corporation. Unless so authorized by the Board of Directors with the approval of the Spokes Council, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit, or render it pecuniarily liable for any purpose or to any amount.
7.3 Financial Accounts. The Corporation may establish one or more checking accounts, savings accounts, or investment accounts with appropriate financial entities or institutions as determined in the discretion of the Board of Directors, acting at the direction of the Spokes Council, to hold, manage, or disperse any funds for corporation purposes. All checks, drafts or other orders for payment of money, and all notes or other evidence of indebtedness issued in the name of the Corporation, shall be signed by such officer(s) or agent(s) of the Corporation, and in such manner, as is determined by the Board of Directors at the direction of the Spokes Council.
7.4. Limitations on Debt. No debt shall be incurred by the Corporation beyond the accounts payable incurred by it as a result of its ordinary operating expenses, and no evidence of indebtedness shall be issued in the name of the Corporation unless authorized by the Board of Directors as directed by the Spokes Council. [Specifically, without limitation, no loan shall be made to any officer or director of the Corporation. Any director or officer who assents to or participates in the making of any such loan shall be liable, in addition to the borrower, for the full amount of the loan until it is fully repaid.]
7.5. Liability of Directors Officers. No director or officer of the Corporation shall be personally liable to its creditors or for any indebtedness or liability and any and all creditors shall look only to the Corporation’s assets for payment. Further, neither any officer, the Board nor any of its individual members shall be liable for acts, neglects or defaults of an employee, agent or representative selected with reasonable care, nor for anything the same may do or refrain from doing in good faith, including the following of done in good faith: errors in judgment, acts done or committed on advice of counsel, or any mistakes or fact of law.
7.6. Fiscal Year. The fiscal year of the Corporation shall be from each May 1st to each April 31st.
ARTICLE VIII
DISSOLUTION
8.1. Disposition Upon Dissolution. Upon the dissolution or winding up of the Corporation, or in the event it shall to cease to engage in carrying out the purposes and goals set forth in these Bylaws, all of the business, properties, assets and income of the Corporation remaining after payment, or provision for payment, of all debts and liabilities of this Corporation, shall be distributed to an organization described in §501(c)(3) of the Internal Revenue Code, Metanoia Peace House.
ARTICLE IX
INDEMNIFICATION
9.1. Right to Indemnification. Each person who was or is a party to or is threatened to be made a party to or is involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, formal or informal (hereinafter referred to as a ”proceeding), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or, while serving as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, whether the basis of the proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the Corporation to fullest extent authorized by state law, as it exists or may be amended (but, in the case of any such amendment, only to the extent that the amendment permits the corporation to provide broader indemnification rights than state law permitted the Corporation to provide before the amendment), against all expenses, liability, and loss (including attorney fees, judgments, fines, ERISA excise taxes, or penalties and amounts to paid in settlement) reasonably incurred by the person in connection therewith, and the indemnification shall continue for a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors, and administrators; provided, however, that except as provided in the next section with respect to proceedings seeking to enforce rights in indemnification, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding, or part thereof, initiated by the person only if the proceeding, or part thereof, was authorized by the Board of Directors of the Corporation. To the extent authorized by state law, the Corporation may, but shall not be required to, pay expenses incurred in defending a proceeding in advance of its final disposition. The right to indemnification conferred in this article shall be a contract right.
9.2. Changes in Oregon Law. If there is any change of the Oregon Statutory provisions applicable to the Corporation relating to the subject matter of this Article, then the indemnification to which any person shall be entitled under this Article shall be determined by the changed provisions, but only to the extent that the change permits the Corporation to provide broader indemnification rights than the provisions permitted the Corporation to provide before the change. Subject to the next Section, the Board of Directors, under the direction of the Spokes Council, to amend these Bylaws to conform to any such changed statutory provisions.
9.3. Impact of Tax Exempt Status. The rights to indemnification set forth in this Article are expressly conditioned upon such rights not violating the Corporation’s status as a tax exempt organization described in §501(c) of the Internal Revenue Code of 1986, as amended.
ARTICLE X
AMENDMENTS TO BYLAWS
10.1. Adoption. Except as otherwise provided herein with respect to greater voting requirements, or provisions which are not subject to amendment, if any, these Bylaws may be adopted, amended, restated or repealed only by a 90% Majority of the voting Spokes Council membership.
10.2. Inspection of Bylaws. The original or copy of these Bylaws, as amended or otherwise altered to date, certified by the Scribe, shall at all times be kept in the principal office of the Corporation for the transaction of business, and shall be open to inspection by the members, officers and directors at all reasonable times during office hours.
State of Oregon
County of Multnomah
I, ____________________, hereby certify that I am the duly elected Scribe of Friends of Occupy Portland; that attached hereto are the Bylaws of the within named corporation, and that such have been duly enacted and are in full force and effect as of the date hereof.
Dated:
Scribe
Subscribed and sworn to before me this date of .
Notary Public,
My commission expires .