FORO By-Laws


 ARTICLE I — NAME, PURPOSE, AND POLICY

Section 1 — Name: The name of the organization shall be FRIENDS OF REDMOND OREGON. It shall be a nonprofit organization incorporated under the laws of the State of Oregon.

Section 2 — Purpose: Friends of Redmond Oregon (hereby described as “FORO”) is organized exclusively for charitable purposes.

The purpose of this corporation is to unify a group of volunteers who share a vision of supporting reading, cultural literacy, and art in the community of Redmond Oregon.  The FORO will raise funds and use income-producing methods approved by the Board and allowed by the Internal Revenue Code and the State of Oregon.

Section 3 — Policy:  Each fiscal year, a portion of funds raised by FORO will be distributed to various charities and other non-profit organizations who share our vision exclusively within the community of Redmond Oregon. 

Section 4 — Business Office: The mailing and business office of the FORO is 1093 NE 9th Street, Bend, Oregon 97701.

 
ARTICLE II — MEMBERSHIP

Section 1 — Membership: Membership shall consist of the Board of Directors.

 
ARTICLE III — BOARD OF DIRECTORS

 
Section 1 — Board role, size, and compensation: The board is responsible for overall policy and direction of the organization, and shall delegate responsibility of day-to-day operations to the officers and/or committees. The board shall have a minimum of five (5), and up to a maximum of eleven (11) directors, maintaining an odd number of directors at all times. The board directors receive no compensation however directors may be entitled to reasonable reimbursement for expenses related to board service.

 
Section 2 — Terms: All board directors shall serve three-year terms, but are eligible for re-election for up to seven (7) consecutive terms.

 
Section 3 — Meetings and notice: The board shall meet at least quarterly, at an agreed upon time and place. An official board meeting requires that each board director have written notice at least seven (7) calendar days in advance of the scheduled meeting.
 
Special meetings of the Board to conduct business vital to the well-being of the FORO may be called by any Director with seven (7) days written notice. All meetings of the Board require a majority of the Directors then in office. A quorum is required to conduct business and to make motions to pass.

Section 4 — Proxies and telephone meetings: Members may participate in a meeting by written proxy duly executed and filed with the Secretary. No proxy will be valid after 11 months from the date of its execution unless otherwise provided in the proxy.

Telephone Meetings. The directors may permit any or all of the directors to participate in a board meeting or special meeting and may conduct the meeting by means of a conference call by which all directors participating may simultaneously hear each other during the meeting. A director participating in the meeting by this means is deemed to be present in person at the meeting.

Section 5 — Board elections: During the last quarter of each fiscal year of the organization, the board of directors shall elect Directors to replace those whose terms will expire at the end of the fiscal year. This election shall take place during a regular meeting of the directors, called in accordance with the provisions of these bylaws.

Section 6 — Election procedures: New directors shall be elected by a majority of directors present at such a meeting, provided there is a quorum present. Directors so elected shall serve a term beginning on the first day of the next fiscal year.

Section 7 — Quorum:  A quorum consists of three (3) board directors - a minimum of two (2) officers and one (1) additional director present.

Section 8 — Officers and Duties: There shall be three officers of the board, consisting of a president, vice-president and secretary. Their duties are as follows:

The president shall develop the agenda, convene regularly scheduled board meetings; preside or arrange for the other officers to preside at each meeting; and send out the agenda to the board at least three (3) days prior to the board meetings. The president has the day-to-day responsibilities for the organization, including carrying out the organization’s goals and policies, supervising the business and activities of the organization that have been decided by the board, and reporting on the progress of the organization and answering questions of the board members at board meetings.

The president shall keep a permanent and accurate record of all monies received and disbursed; will pay all bills; assist the board with the preparation of the budget; help develop fundraising plans.

The vice-president shall assume the duties of the president if the latter is absent. The vice-president shall make a financial report at each board meeting and make financial information available to board directors; be responsible for reconciling day-to-day sales; shall keep a permanent and accurate record of all monies received; make bank deposits as needed; be a co-signer on the checking account and sign checks as needed; assist the board with the preparation of the budget; help develop fundraising plans; chair committees on special subjects as designated by the board.

The secretary shall be responsible for keeping accurate records of all board meetings and actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of the board meeting minutes at least two (2) weeks following the date of the last scheduled board meeting; will handle all official correspondence; will assure that corporate records are maintained.

Section 9 — Vacancies: When a vacancy on the board exists mid-term, the secretary must receive nominations for new directors from present board directors two weeks in advance of a board meeting. These nominations shall be sent out to board directors with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board director's term.

Section 10 — Resignation, termination, and absences: Resignation from the board must be in writing and received by the secretary. Board directors shall be terminated from the board due to excess absences, considered to be more than two absences from board meetings in the current fiscal year. A board director may be removed for other reasons by a three-fourths vote of the remaining directors.

Section 11 — Special meetings: Special meetings of the board may be called upon the request of three (3) directors of the board, with the meeting contingent on a quorum being present. Notices of special meetings shall be sent out by the secretary to each board director at least seven (7) days in advance.


ARTICLE IV — FINANCIAL RECORDS

SECTION 1—FUNDS: All funds will be deposited into accounts owned by the Friends of Redmond Oregon.

SECTION 2—RECORDS: The books of account of the FORO will be reviewed annually by a CPA.

SECTION 3—DISSOLUTION: Upon dissolution of the FORO, and after paying or making provisions for the payment of all liabilities of the FORO, the remaining assets will be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, will be distributed to another non-profit, or the federal government, or to a state or local government, for the public purpose.


 ARTICLE V — AMENDMENTS

Section 1 — Amendments: These bylaws may be amended when necessary by two-thirds majority of the board of directors. Proposed amendments must be submitted to the secretary to be sent out with regular board announcements.

 
ARTICLE VI — PROHIBITED ACTIVITIES

Section 1 — Prohibited Activities: The FORO will not devote any part of its activities or resources to influence legislation or participate to any extent in any political campaign for or against any candidate for political office.

The FORO bookstore reBOOKS, will not selectively promote any private author, nor offer for sale any book or other medium in the selective promotion of a private author.

Notwithstanding any other provisions of these articles, the organization will not carry on any activities not permitted to be carried on by (a) an organization exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), or (b) an organization contributions to which are deductible under Section 179(c)000000000… of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

Section 2 — Conflicts of Interest:

The standard of behavior at the FORO is that all Board directors scrupulously avoid conflicts of interest between the interests of the FORO on one hand, and personal, professional, and business interests on the other. This includes avoiding potential and actual conflicts of interest, as well as perceptions of conflicts of interest. The purposes of the FORO conflict of interest policy are to protect the integrity of the FORO organization's decision-making process, to enable its constituencies to have confidence in its integrity, and to protect the integrity and reputations of volunteers and Board directors. The policy is meant to supplement good judgment, and directors are expected to respect its spirit as well as its wording.

No Board director shall use his or her position, or the knowledge gained, in such a manner that a conflict between the interest of the organization and his or her interests arises. Each Board director has a duty to give their undivided loyalty to the FORO and place the interest of the FORO organization foremost in any dealings with the FORO or other organizations. Each Board director has a responsibility to notify the Board when a potential or actual conflict arises.

In the course of meetings or activities, Board directors shall disclose any interests in a transaction or decision where the director, his/her business or other nonprofit affiliations, family, employer, or close associates will receive a benefit or gain. After disclosure, the director in question, may be asked to leave the room for the discussion and may not be permitted to vote on the question or issue. The minutes at which such votes are taken shall record the disclosure, abstention, and rationale for approval.

 
ARTICLE VII

Section 1 — Parliamentary Authority: The rules contained in the current edition of Robert’s Rules of Order, Newly Revised, will govern the organization in all cases to which they are applicable and in which they are not inconsistent with these bylaws or the laws of the state of Oregon.

 
ARTICLE VIII

Section 1— Fiscal Year: The FORO will operate on a fiscal year beginning July 1 of each year and ending June 30 of the following year.

 
CERTIFICATION

These bylaws were approved and signed at a meeting of the board of directors by a two-thirds majority vote on September 14, 2017.

 


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The Friends of Redmond Oregon is a  501 c-3 non-profit organization.

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