20090415 ByLaws *Revised

Bylaws Revised on 20090415. 

Bylaws of Corvallis Daytime Drop-in Center

Article I. Purpose

This corporation shall be organized and operated exclusively for charitable and educational purpose. Subject to the limitations stated in the Articles of Incorporation, the purposes of this corporation shall be to engage in any lawful activities, none of which are for profit, for which corporations may be organized under Chapter 65 of the Oregon Revised Statutes (or its corresponding future provisions) and section 501C (3) of the Internal Revenue Code of 1945 (or its corresponding future provisions).

The corporation's mission is to respond to the significant needs of individuals, especially those experiencing homelessness, low income, and mental health issues by providing a dignified environment for recovery through practical assistance and advocacy.

Article II. Non-membership

This corporation shall have no members.

Article III. Board of Directors

Section 1. Duties.

The affairs of the corporation shall be managed by the Board of Directors.

Section 2. Number and Qualifications.

The number of the Directors may vary between a minimum of three and a maximum of fifteen.

The qualifications of the Directors encourage diversity among its members including representation from the client community which the corporation serves.

Section 3. Term of Election.

The term of office for Directors shall be two years. A Director may be re-elected without limitation of the number of terms she or he may serve. The board shall elect its own members, except that a Director shall not vote on that member's position.

Section 4. Removal.

Any Director may be removed, with or without cause, by a vote of two-thirds only if there are only three Board Members. If there are more than three members they can be removed by three-quarters vote.  If a Director's absence is unexcused for more than two consecutive meetings, that person will be reviewed by the Board of Directors.

An absence is unexcused if the President of the Board is not notified prior to the meeting.
An absence is unexcused if the President of the Board is not notified prior to the meeting.

Section 5. Vacancies.

Vacancies on the Board of Directors and newly created board positions will be filled by a majority vote of the Directors then on the Board of Directors.

Section 6. Quorum and Action.

A quorum at a board meeting shall be a majority of the number of Directors in office immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of the Directors in office to establish committees to exercise Board functions, to amend Articles of Incorporation, to sell assets not in the regular course of business, to merge or to dissolve, or for any other matters, such action is taken by that majority as required by law.

Section 7. Regular Meetings.

Regular meetings of the Board of Directors shall be held at the time and place to be determined by the Board of Directors with two weeks' notice and not less than every two months.

Section 8. Special Meetings.

Special meetings of the Board of Directors shall be at the time and place to be determined by the Board of Directors. Notice of such meetings, describing the date, time, place, and purpose of the meeting, shall be delivered to each Director personally or by telephone or by mail a not less than two days prior to the special meeting.

Section 9. Meeting by Telecommunication.

Any regular or special meeting of the Board of Directors may be held by telephone or telecommunications like email, skype, chat sessions can participate.

Section 10. No Salary.

Directors shall not receive salaries for their Board services, but may be reimbursed for expenses related to Board service. Board members may be compensated for other services rendered or time spent as authorized by the Board.

Section 11. Action by Consent.

Any action required by law to be taken at a meeting of the board, may be taken without a meeting if a consent in writing, setting forth the action to be taken or so taken, shall be signed in which all parties participating may hear by a majority of directors.

Article IV. Committees.

Section 1. Executive Committee.

The Board of Directors may elect an Executive Committee. The Executive Committee shall have the power to make on-going decisions between Board meetings and shall have the power to make financial and budgetary decisions.

Section 2. Other Committees.

The Board of Directors may establish such other committees, as it deems necessary and desirable. Such committees may exercise functions of the Board of Directors or may be advisory committees.

Section 3. Composition of Committees Exercising Board Functions.

Any committee that exercises any function of the Board of Directors shall be composed of two or more Directors, elected by the Board of Directors by a majority vote of all the Directors in office at the time.

Section 4. Quorum and Action.

A quorum at a Committee meeting exercising Board functions shall be a majority of all Committee members in office immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of the Directors in office at the time.

Section 5. Limitations of the Powers of Committees.

No committee may authorize payment of a dividend or any part of the income or profit of the corporation to its directors or officers; may approve dissolution, merger, or the sale, pledge, or transfer of all or substantially all or the corporations assets; may elect, appoint, or remove directors or fill vacancies on the Board or on any of its committees; nor may adopt, amend, or repeal the Articles, Bylaws, or any resolution by the Directors.

Article V.

Section 1. Titles.

The officers of this corporation shall be the President, Vice President, and Secretary/Treasurer.

Section 2. Election.

The Board of Directors shall elect the President, Vice President, and Secretary to serve one year terms. Officers may be reelected as necessary without limit on terms. Reelections come every year on the first board meeting after January first or as the need may arise.

Section 3. Vacancy.

A vacancy of an office shall be filled not later than the first regular meeting of the Board of Directors following the vacancy.

Section 4. Other Officers.

The Board of Directors may elect or appoint other officers, agents, and employees, as it shall deem necessary and desirable. They shall hold their offices for such terms and have such authority and perform such duties as shall be determined by the Board of Directors.

Section 5. President.

The President shall be the chief officer of the corporation and shall act as the Chair of the Board. The President shall have any other powers and duties, as may be prescribed by the Board of Directors. The President will deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

Section 6. Vice President.

The Vice President shall provide assistance to the Secretary, fill in for the President, and take over the President's position, should the President be removed or resign, until a vote can be made to elect a new President.

Section 7. Secretary.

If there are only three Board Members the Secretary is the acting Treasurer. Otherwise the duties are as follows:

Secretary: The Secretary shall have overall responsibility for all record keeping. The Secretary shall perform, or cause to be performed, the following duties:

• (a) official recording of the minutes of all proceedings of the Board of Directors meetings and actions;
• (b) provision of notice of all meetings of the Board of Directors;
• (c) authentication of the records of the corporation;
• (d) any other duties as prescribed by the Board of Directors.

Section 8. Archivist.

The archivist will store the old archives, keep original records and work alongside the Secretary and the Treasurer as needed.

Section 9. Treasurer.

The Treasurer shall perform, or cause to be performed, the following duties;

• (a) keeping full and accurate accounts of all financial records of the corporation;
• (b) disbursement of all funds when proper to do so;
• (c) making any financial reports as to the financial condition of the corporation to the Board of Directors;
• (d) shall hold the checks of the accounts made by the Board of Directors; and

(e) any other duties as prescribed by the Board of Directors.

Section 10. Removal from Office

Any person holding a board office may be removed, with or without cause by a three-quarters vote. Removal from office does not remove the Director from the board.

Article VI. Ex-officio Members.

Section 1. Meetings.

The Board of Directors may hold private meetings to discuss the performance of staff members.

Section 2. Executive Director

The Executive Director is an ex-officio member. The Executive Director is charged with the implication and initiation of the actions voted on by the board. If the executive director position is vacant it's duty shall be served by the president.

Article VII. Corporate Indemnity.

This corporation shall indemnify its officers and directors to the fullest extend allowed by Oregon law.

Article VIII. Amendments to Bylaws.

These Bylaws may be amended or repealed, and new Bylaws adopted, by the Board of Directors by a majority vote of the Directors present, if a quorum is present. Prior to the adoption of the amendment, each Director shall be given at least two days notice of the date, time, and place of the meeting at which the proposed amendment is to be considered, and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the Bylaws and shall contain a copy of the proposed amendment.