Bylaws and Operating Rules – Foundation

BYLAWS

CENTRAL OREGON COAST NOW FOUNDATION

Adopted at the April 28, 2015 Organizational Meeting

 

Article I. Name.

The name of this organization of women and men is “Central Oregon Coast NOW Foundation (the “Foundation”).

Article II. Statement of Purpose.

The Foundation’s purpose is to finance and conduct charitable and educational programs in support of the Central Oregon Coast Chapter of the National Organization for Women, an Oregon nonprofit corporation (“COC NOW”). These programs may include, but shall not be limited to, the promotion of social welfare by supporting women’s rights and other human and civil rights secured by law.

Article III. Membership.

The Foundation’s Directors from time to time shall be its only members.

Article IV. Board of Directors.

The Foundation’s affairs shall be conducted under the direction of a Board of Directors which shall be identical to the Board of Directors of COC NOW, with each COC NOW director automatically becoming a director of the Foundation.   Additionally, there shall be 3 At-Large Board members who are members in good standing of COC NOW; the Foundation Board will nominate At-Large members, but COC NOW members may also nominate; the At-Large Board Members will be elected at the annual meeting of COC NOW by the COC NOW members.  Each vacancy, resignation, removal, appointment or election of a COC NOW director shall work a simultaneous, identical change as to that person regarding service as a Foundation Director.

Article V. Officers.

The Foundation’s day-to-day affairs shall be conducted by its officers, who shall be those persons holding the offices in COC NOW corresponding to the Foundation offices listed below. Each vacancy, resignation, removal, appointment or election of a NOW officer shall work a simultaneous, identical change as to that person regarding service as a Foundation officer.

Section 1. Titles and Duties.

  1. President: There shall be a President who shall be a voting member of the Board. The President shall be the principal spokesperson and chief administrative officer of the organization and shall be responsible for the day-to-day operation of the organization between Board meetings.

The President shall call the meetings of the Board, and the Executive Committee, and shall preside at these meetings. The President shall have authority to approve and disburse grants within aggregate financial limits established by the budget approved by the Board.

  1. Vice President: There shall be a Vice President who shall be a voting member of the Board. The Vice President shall preside at all meetings in the absence of the President, and perform such other duties as may be delegated by the President of the Board. The Vice President shall, in cooperation with the President, directly supervise the creation and conduct of educational programs, review grant proposals (making recommendations to the President), as well as perform such other duties as may be delegated by the President or the Board.
  2. Secretary: There shall be a Secretary who shall be a voting member of the Board. The Secretary shall keep the minutes of the meetings of the Board and the Executive Committee; shall be responsible for the general correspondence of the corporation; and shall be the custodian of the records. The Secretary shall perform such other duties as may be delegated by the President or the Board.
  3. Treasurer: There shall be a Treasurer who shall be a voting member of the Board. The Treasurer shall be the chief financial officer of the organization; shall prepare the budget; shall disburse funds; and shall be responsible for quarterly financial reports to be transmitted to the Board. The Treasurer shall have had at least two years’ experience in a position which deals directly with the management of accounts and the preparation and evaluation of financial statements. The Treasurer shall chair the Finance and Budget Committee, and shall perform such other duties as may be delegated by the President or the Board.

Section 2. Executive Committee.

The Executive Committee shall be composed of the officers. Where action is necessary between meetings of the Board, the Executive Committee may act on behalf of the Board, provided that the action is consistent with the Articles and these Bylaws, and further provided that the Executive Committee may not amend either the Articles or these Bylaws or take action to merge, liquidate or transfer substantially all of the assets of the Foundation. The Executive Committee shall report all of its actions and decisions to the Board.

A meeting of the Executive Committee shall be held only after adequate notice to all officers. The Executive Committee may meet by any means, such as a conference telephone call, which will allow the officers to confer as a body. A quorum of the Executive Committee shall be three officers.

Article VI. Committees.

Section 1. Standing Committees of the Board.

  1. There may be standing committees of the Board, which may include, but are not limited to, the following:
  2. Public Relations
  3. Finance and Budget
  4. Publications
  5. Legal
  6. Fundraising

 

  1. The members of the standing committees shall serve for the duration of the term of the administration under which they serve.
  2. The standing committees shall report to the Board at regular intervals.
  3. The President shall designate the chair and members of each committee subject to the approval of the Board.
  4. The Chair of a standing committee shall be any Central Oregon Coast Chapter of the National Organization for Women member unless otherwise provided for in these bylaws.

Section 2. Advisory Committee.

There may be an Advisory Committee appointed by the Board which shall consist of a chair appointed by the President and not more than ten COC NOW members who shall serve for two years. The Advisory Committee shall be available to the President and Board for advice and consultation as requested and for assistance in fundraising. The chair shall be a non-voting member of the Board and shall serve for a term of two years.

Section 3. Special Committees of the Board.

There shall be other committees which do not have the authority of the Board for management of the corporation, but which may advise the Board and officers, or may perform such other duties as the Board or President may wish to assign.

Article VII. Finance.

Section 1. Fiscal Year.

The fiscal year shall begin January 1 and end December 31.

Section 2. Budget.

The Finance and Budget Committee shall prepare a proposed line-item budget for the fiscal year. The budget shall be approved by a majority vote of the members of the Board present and voting at a meeting preceding the commencement of the fiscal year on January 1. Review and revision of the budget may occur at any regular or special meeting of the Board by a majority vote of those present and voting.

Article VIII. Vacancies.

In the event of a vacancy in the office of President, the Vice President shall immediately assume the office and duties of President.

Article IX.  Executive Director.

The Board may appoint an executive director who will have overall strategic and operational responsibility for the Foundation’s staff, programs, expansion, and execution of its mission.  S/he will serve at the direction of the Board of Directors.

Article X. Amendments.

These Bylaws may be amended by affirmative vote of a majority of the entire Board of Directors of the corporation at any duly convened regular or special meeting of the Board, provided that the general sense of the amendment is contained in the notice for that meeting.

Article XI. Parliamentary Authority.

Except as herein provided, all proceedings of the Foundation shall be governed by Robert’s Rules of Order Newly Revised.

Article XII. Indemnification.

The Corporation shall indemnify each person who may be indemnified (the “Indemnities”) pursuant to Chapter 65 Oregon Revised Statutes, Nonprofit Corporations, to the full extent permitted thereby. In each and every situation where the Corporation may do so under such section, the Corporation hereby obligated itself to so indemnify the Indemnities, and in each case, if any, where the Corporation must make certain investigations on a case-by case basis prior to indemnification, the Corporation hereby obligates itself to pursue such investigations diligently, it being the specific intention of these Bylaws to obligate the Corporation to indemnify each person whom it may indemnify to the fullest extent permitted by law at any time and from time to time. To the extent not prohibited by any provision of Chapter 65 Oregon Revised Statutes, Nonprofit Corporations, the Indemnities shall not be liable to the Corporation except for their own individual willful misconduct or actions taken in bad faith.

Article XIII. Dissolution

Upon the Dissolution of the organization, assets shall 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, or shall be distributed to the federal government, or to a state or local government, for the public purpose.  Any such assets not disposed of shall be disposed of by the Circuit Court of the State of Oregon for the county in which the principal office of the organization is then located, exclusively for the purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.