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
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
Section 4 — Business
The mailing and business office of the FORO is 1093 NE 9th Street, Bend,
ARTICLE II — MEMBERSHIP
Section 1 —
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
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
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
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
There shall be three officers of the board, consisting of a president, vice-president
and secretary. Their duties are as follows:
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,
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
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.
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
Section 9 —
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
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
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
ARTICLE V —
Section 1 —
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
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.
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.
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.
Section 1— Fiscal Year: The FORO will operate
on a fiscal year beginning July 1 of each year and ending June 30 of the
bylaws were approved and signed at a meeting of the board of directors by a two-thirds
majority vote on September 14, 2017.