BY-LAWS OF SUNDAY ASSEMBLY PORTLAND, INC. (the “Corporation”) adopted as of February 19, 2014. Sunday Assembly Portland was incorporated as an Oregon State nonprofit corporation on March 31, 2014.
ARTICLE I OFFICES AND AGENT
1.1. Registered Office and Agent. The initial registered office of the Corporation in the State of Oregon is 7675 SW Capitol Hwy, Portland, OR 97219. The name of the Corporation’s current registered agent at that address is Kristen Mittal.
1.2. Principal Place of Business. The principal place of business shall be at such office within or without the State of Oregon as the Board of Trustees may from time to time determine.
ARTICLE II MEMBERS
The Corporation shall have no members.
ARTICLE III BOARD OF TRUSTEES
3.1. Management of the Corporation.The activities of the Corporation shall be managed by the Board of Trustees (the “Board”), which shall have the power and authority to do and perform all acts and functions permitted under the Oregon Nonprofit Corporation Act not inconsistent with the Corporation’s certificate of incorporation or these bylaws.
3.2. Number of Trustees.
The Board shall consist of not less than three (3) and not more than ten (10) Trustees (the “Trustees”), with such number capable of being increased or decreased by action of a majority of the members of the Board present at a duly called meeting at which a quorum is present; provided, however, that such number cannot be decreased to less than three (3) Trustees. Each Trustee shall be at least 18 years of age and need not be a United States citizen or resident of the State of Oregon.
3.3 Election of Trustees.
Trustees shall be elected by the Board as the Board deems necessary in order to fill vacancies on the Board due to (i) expiration of a Trustee’s term of office or (ii) an increase in the number of Trustees, or the death, resignation, removal or termination of any Trustee, to the extent such vacancy is not otherwise filled by the Board. The term of office of each Trustee shall be for three (3) years from the date of election and until his or her successor has been elected and qualified. A Trustee may succeed himself or herself in office for additional terms.
3.4. Chair of the Board.
At the first regular meeting of the Board, the Board shall elect a Chair of the Board (the “Chair”) from among the Trustees to serve as Chair of the Board and as an officer of the Corporation for three (3) years from the date of election and thereafter until his or her successor has been elected and qualified. At an annual meeting of the Board thereafter, a Chair shall be elected to fill any vacancy of the Chair whose term is then-ending. A person who has served as the Chair may succeed himself or herself in office for additional terms.
3.5 Vacancies in the Board.
Any vacancy in the Board created by the death, resignation, removal or termination of any Trustee may be filled for the unexpired term by a majority vote of the remaining Trustees, even though less than a quorum of the Board, or by a sole remaining Trustee. Any trusteeship to be filled by reason of an increase in the number of Trustees shall be filled by a majority vote of the Trustees as the Board deems necessary.
3.6. Regular Meetings.
Regular meetings of the Board shall be held at least annually, at a time and place to be determined by the Board.
3.7. Special Meetings.
Special meetings of the Board may be called by the President or by, or at the request of, any two (2) Trustees.
Regular meetings of the Board may be held without notice. Special meetings of the Board shall be held upon not less than twenty-four (24) hours notice if given orally (either by telephone or in-person), upon not less than forty-eight (48) hours notice if given by facsimile transmission or electronic mail, upon not less than three (3) days notice if given by reputable overnight courier service, or upon not less than five (5) days notice if notice is given by United States certified mail, return receipt requested. The notice of the meeting shall specify the time and place, and may, but need not specify the purposes of the meeting. Notice of any meeting need not be given to any Trustee who signs a waiver of notice, whether before or after the meeting. The attendance at a meeting without protesting prior to the conclusion of the meeting the lack of notice of the meeting shall constitute a waiver of notice by that Trustee.
3.9. Use of Communications Equipment.
Any or all Trustees may participate in a meeting of the Board by means of conference telephone or any means of communication by which all persons participating and entitled to vote in the meeting are able to hear each other.
3.10. Action Without Meetings.
The Board may act without a meeting if, prior or subsequent to the action, each Trustee consents in writing to the action. The written consents shall be filed in the Corporation’s minute book.
3.11. Quorum.A majority of the Trustees shall constitute a quorum for the transaction of business. Any act of the majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law or by these by-laws.
3.12. Conflicts of Interest.No contract or other transaction between the Corporation and one or more of its Trustees, or between the Corporation and any domestic or foreign corporation, firm, corporate business entity or association of any type or kind in which one or more of its Trustees are trustees or directors or are otherwise interested, shall be void or voidable solely by reason of the common trusteeship or interest, or solely because the Trustee or Trustees are present at the meeting of the Board or a committee thereof which authorizes or approves the contract or transaction, or solely because the Trustee’s or Trustees’ votes are counted for that purpose, if (a) the contract or other transaction is fair and reasonable as to the Corporation at the time it is authorized, approved or ratified and (b) the fact of the common trusteeship or interest is disclosed or known to the Board or committee and the Board or Committee authorizes, approves, or ratifies the contract or transaction by unanimous written consent, provided at least one Trustee so consenting is disinterested, or by affirmative vote of a majority of the disinterested Trustees, even though the disinterested Trustees be less than a quorum. Common or interested Trustees may be counted in determining the presence of a quorum at a Board or committee meeting at which a contract or transaction is authorized, approved or ratified.
3.13. Retirement or Resignation.Any Trustee may retire or resign at any time by giving written notice to the Board.
3.14. Removal.One (1) or more, but not all, of the Trustees of the Corporation may be removed for cause by the Board by the affirmative vote of a majority of all the Trustees. Removal “for cause” shall mean that any Trustee who is declared of unsound mind by a court order, is convicted of a felony, materially fails without good cause acceptable to the Board to meet any attendance requirements adopted by the Board, or materially fails to fulfill the responsibilities for Board members specified in these by-laws or required by law, may be removed by an affirmative vote of a majority of all the Trustees, exclusive of the Trustee at issue.
ARTICLE IV OFFICERS
4.1. Election. At its first regular meeting of each calendar year, the Board shall elect officers (other than the Chair), which shall include a President, a Treasurer and a Secretary, and such other officers, including one (1) or more Vice Presidents, Assistant Secretaries and/or Assistant Treasurers, as it deems necessary for conducting the Corporation’s affairs in order to fill vacancies due to (i) expiration of an officer’s term of office or
(ii) an increase in the number of officers, or the death, resignation, removal or disqualification of any officer, to the extent such vacancy is not otherwise filled by the Board. The term of office of each officer shall be for three (3) years from the date of election and until his or her successor has been elected and qualified. An officer may succeed himself or herself in office for additional terms. One person may hold two (2) or more offices, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if the instrument is required by law to be executed, acknowledged, or verified by two (2) or more officers. Each officer shall serve at the pleasure of the Board and shall be subject to removal at any time, with or without cause.
(iii) The President will be elected for an indefinite term and subject to annual review by the Board.
These bylaws are created in 2014. The Chair, President, and Vice President terms will be for one (1) year for the years 2014 and 2015. Then starting in 2016, these normal terms and election procedures become effective. If things run smoothly, the Board of Directors may modify these bylaws to make the normal terms start one (1) year earlier, in 2015.
The original Board Members (elected during the first calendar year of the organization) shall be assigned a term limit of 1, 2, or 3 years in order to stagger election cycles.
Proposed Addendum: In the event no board members wish to serve as president, an interim president may be appointed until a suitable president is found.
4.2. Vacancies in Offices. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board.
4.3. Duties and Authority of President. Subject only to the authority of the Chair and the Board, the President shall be chief executive officer of the Corporation and shall have general charge and supervision over, and responsibility for, the business and affairs of the Corporation. Unless otherwise directed by the Chair or the Board, all other officers (Vice Presidents, Treasurers, Secretaries and any Assistant Treasurers and Assistant Secretaries) shall be subject to the authority and supervision of the President. The President may enter into and execute in the name of the Corporation contracts or other instruments in the regular course of business or contracts or other instruments not in the regular course of business which are authorized, either generally or specifically, by the Chair or the Board. Subject to the provisions of these by-laws, the President shall have the general powers and duties of management usually vested in the office of President of a corporation.
4.4. Election, Duties and Authority of the Chair.The Chair shall be elected in accordance with the provisions of Section 3.4 of Article III of these by-laws. The Chair shall preside at all meetings of the Board, shall set the agenda at all meetings of the Board, shall have the authority to call meetings of the Board, and shall have such other authority as customarily associated with a chair of a board of directors or as provided in these by-laws. The President shall report to the Chair as the representative of the Board.
4.5 Duties and Authority of Vice Presidents. Each Vice President shall perform the duties and have the authority as from time to time may be delegated to him or her by the Chair or the Board.
4.6. Duties and Authority of Treasurer. The Treasurer shall have the custody of the funds of the Corporation and shall keep or cause to be kept regular books of account for the Corporation. The Treasurer shall perform such other duties and possess such other powers as are incident to the office of Treasurer or as shall be assigned to him or her by the Chair or the Board.
4.7 Duties and Authority of Assistant Treasurer. The Assistant Treasurer shall perform the duties and have the authority as from time to time may be delegated to him or her by the Chair or the Board.
4.8. Duties and Authority of Secretary. The Secretary shall keep or cause to be kept the minutes of all meetings of the Board. The Secretary shall perform such other duties and possess such other powers as are incident to the office of Secretary or as shall be assigned to him or her by the Chair or the Board.
4.9 Duties and Authority of Assistant Secretary. The Assistant Secretary shall perform the duties and have the authority as from time to time may be delegated to him or her by the Chair or the Board.
ARTICLE V COMMITTEES
5.1 Committees. The Board may from time to time establish one (1) or more committees for Corporation business purposes, each of which shall consist of two (2) or more persons.
Subject to the limitations contained in Section 5.9 of this Article, the committees shall have whatever authority as is specifically provided by the Board. The Board shall prescribe the powers and authority of all committees when established. Any committee that is delegated the power to act on behalf of the Corporation (such as an Executive Committee) shall consist exclusively of Trustees. Members may be officers or employees of the Corporation or other persons who have experience, expertise, or a special background of value to the areas of responsibility of the committee. Committee members may be removed by the Board, with or without cause, at any time.
5.3 Chair and Secretary.
The Chair shall choose one (1) of the members of each committee to serve as chair. Each committee shall from time to time designate a secretary of the committee who shall keep a record of its proceedings.
5.4 Vacancies.Vacancies occurring from time to time in the membership of any committee may be filled by the Board for the unexpired term of the member whose death, resignation, removal or disability causes the vacancy, and shall be so filled if, as the result of the vacancy, there shall be no Trustee on the committee.
5.5 Meetings.Each committee shall adopt its own rules of procedure and shall meet as needed and at such times and places as it may determine. Members of committees may attend meetings through the medium of communications equipment (in the same manner as may members of the Board), and any committee may act by unanimous written consent in lieu of a meeting (in the same manner as may the Board).
5.6 Notice.If the committee establishes regular meeting dates, it shall not be necessary to give notice of a regular meeting. Notice of every special meeting shall be given in the manner and within the time periods specified in these by-laws with respect to notices of special meetings of the Board. Notice of any special meeting may be waived in writing by all the absent members of the committee either before or after the meeting.
5.7 Quorum.A quorum at any meeting of a committee shall be the presence of a majority of the members of the entire committee. Every act or decision done or made by a majority of the members present at a committee meeting duly held at which a quorum is present shall be regarded as the act of the committee.
5.8 Reports.Actions taken at a meeting of any committee shall be reported to the Board at its next meeting following the committee meeting, except that when the meeting of the Board is held within two (2) days after the committee meeting, the report shall, if not made at the first meeting, be made to the Board at the second meeting following the committee meeting.
5.9 Limitations of Powers.No committee of the Board shall have authority to do any of the following:
a. make, alter or repeal any by-law of the Corporation;
b. elect or remove any Trustee, or elect or remove any officer who may be elected or appointed only by the Board;
c. amend or repeal any resolution theretofore adopted by the Board which, by its terms, is amendable or repealable only by the Board;
d. fix the compensation of any officer who is a member of the committee for serving as an officer of the Corporation.
5.10 Powers of the Board.The Board shall have the power to:
a. abolish any committee at its pleasure; and
b. remove any person from membership on any committee at any time, with or without cause.
ARTICLE VI ADVISORY COMMITTEE
6.1 Committee. The Board may at any time appoint one or more individuals to establish an Advisory Committee (the “Advisory Committee”). The Advisory Committee shall consist of one (1) or more individuals.
6.2 Qualifications. Any individual, regardless of age, who is interested in the objectives and purposes of the Corporation and is selected in accordance with the procedures set forth in this Article is eligible for appointment to the Advisory Committee.
6.3 Duties and Authority. The Advisory Committee shall be responsible for providing advice and counsel to the Board in response to issues presented for consideration by the Board.
6.4 Appointment.Members of the Advisory Committee shall be appointed for terms of five (5) years and may serve consecutive terms.
6.5 Resignation. Any member may resign from the Advisory Committee at any time by giving written notice to the President or Secretary of the Corporation.
6.6 Meetings.Regular meetings of the Advisory Committee shall be held at least annually, at a time and place to be determined by the Board. Special meetings of the Advisory Committee shall be held when the Board or the members of the Advisory Committee deem necessary.
ARTICLE VII AFFILIATE ORGANIZATIONS
7.1 Establishment of Affiliate Organizations.The Corporation does not have affiliate organizations.
ARTICLE VIII FISCAL YEAR
8.1 The fiscal year of the Corporation shall end on December 31 of each year.
ARTICLE IX CORPORATE SEAL
9.1 The Corporation does not use a seal.
ARTICLE X AMENDMENTS
10.1 Force and Effect of By-Laws.These by-laws are subject to the provisions of the Oregon Nonprofit Corporation Act, as amended from time to time, and the Corporation’s certificate of incorporation, as restated or amended from time to time. If any provision in these by-laws is inconsistent with a provision in that Act or the certificate of incorporation, the provision of that Act or the certificate of incorporation shall govern to the extent of the inconsistency.
10.2 Amendments to By-Laws.These by-laws may be altered, amended, or repealed by a vote of not less than a two-thirds (2/3) majority of the Trustees present at a duly called meeting of the Board at which a quorum is present, provided that notice of the proposed alteration, amendment or repeal of the by-laws has been sent to the entire Board at least ten (10) days prior to the meeting at which such alteration, amendment or repeal of the bylaws is to be considered.