ARTICLE I: PURPOSE
This corporation shall be organized and operated exclusively for charitable, scientific, and educational purposes. 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 501(c)(3) of the Internal Revenue Code of 1954 (or its corresponding future provisions).
This corporation's primary purposes shall be to inform and educate the public on Permaculture uses, designs, systems, and building methods, through meetings, workshops, educational materials, and an annual Convergence and or Conference.
ARTICLE II: MEMBERS
Section 1. Classes and voting. There shall be one class of members of this corporation. Each member shall be entitled to one vote on all matters for which a membership vote is permitted by law, the Articles of Incorporation, or the bylaws of this corporation.
Section 2. Qualifications. A person shall become a member of the corporation by applying to the secretary, either in writing or electronically, and paying dues, the amount of which shall be determined by the board of directors. Application may be coincident with registration for the convergence.
Section 3. Termination of Membership. Membership shall be retained until one year and 30 days have elapsed since the previous registration. Membership may be terminated by the Board of Directors after giving the member at least 15 days written notice by certified mail of the termination and the reasons for termination, and an opportunity for the member to be heard by the Board, orally or in writing, not less than 5 days before the effective date of the termination. The decision of the Board shall be final and shall not be subject to review by any court.
Section 4. Annual General Meeting. The annual meeting of the members shall be held coincident with the annual Permaculture Convergence. The purpose of the annual meeting shall include, but not be limited to the following: to give the general members a forum with which to express their opinions and views, to provide an opportunity for the BOD to seek feedback from the general members, to nominate and elect members of the Board of Directors and to provide an update of the corporation's current status.
Section 5. Regular Meetings. Regular meetings shall be held annually or more often for the education, information, and enjoyment of members. All members will be notified by the executive director or by the secretary when a regular meeting will be held.
Section 6. Special Meetings. Special meetings of the members may be held at the call of the Board of Directors, or by the call of the holders of at least ten percent of the voting members of the corporation by a demand signed, dated, and delivered to the corporation's Secretary. Such demand by the members shall describe the purpose for the meeting.
Section 7. Notice of Special Meetings Notice of special meetings of the members shall be given to each member at the last address of record, by first class mail at least 7 days before the meeting, or by means other than first class mail at least 30 but not more than 60 days before the meeting. The notice shall include the date, time, place, and purpose of the meeting.
Section 8. Quorum and Voting. Those votes represented at a meeting of the members shall constitute a quorum. A majority vote of members voting is the act of the members, unless these bylaws or the law provide differently. Voting shall be conducted by a show of hands.
Section 9. Proxy Voting. There shall be no voting by proxy.
Section 10. Action by Affirmative Consent Only. No act or action shall be undertaken based solely upon passive consent by any officer, member or director, as the case may be, but only upon the clear and affirmative consent and/or vote of member or director. Passive consent shall be understood to include acquiescence by non action and/or consent by estoppel.
ARTICLE III: BOARD OF DIRECTORS
Section 1. Duties & Powers. The affairs of the corporation shall be managed by the Board of Directors. Each Director, must act with due care in managing the affairs of the corporation, and must be loyal to the corporation. Powers: The BOD makes final decisions with regards to the Convergence organization. An effort will be made to collaborate with event coordinators with regards to these decisions. The Board is authorized to perform whatever acts appear reasonable, necessary or convenient to further the interest of the Convergence. Such powers include, but are not limited to, creating committees, appointing coordinators for committees, entering into contacts; the purchase, lease and other acquisition of real and personal property, borrowing money, hiring employees and consultants, investing funds, developing and enforcing rules for participation in the Convergence organization, as well as other events.
Section 2. Number of Directors. The number of directors shall be not more than 9 nor less than 3. The official number shall be that number of directors selected at each annual general meeting as permitted by these bylaws. Once the number of directors for the upcoming year has been determined by the annual meeting of members and/or annual meeting of directors, such a number shall not change unless such change is approved by a vote of the members at the membership meeting.
Section 3. Eligibility. Any person seeking election/appointment to the BOD must be a member in good standing of the corporation and shall have been registered as a member for two years. . In addition, Prospective BOD members must hold a Permaculture Design Certificate granted by a recognized certifying organization or by lineage known to existing board members.
Section 4. Manner of Election. The directors of the corporation shall be elected by the members and directors at the annual general meeting. The members shall elect not less than 2, nor more than 5, directors at each annual meeting. The members elected to serve as directors shall be elected at large. The members shall first determine by majority vote the number of directors that shall serve for the coming year; following which they shall determine by majority vote the number of directors they wish to elect for the coming year. Nominations for director shall then be held. After discussion on nominations, nominations shall be closed, and each member shall be allowed to vote as many times as there are open position. (If there are three open positions and five candidates, each person can vote three times.) The people receiving the largest number of votes shall be accepted on the Board. . To facilitate staggering of director terms, each director shall be assigned a position by decision of the Board at their first meeting after elections, as noted in Article III, Section 5.
Thereafter, at the annual meeting of the Board of Directors, or any meeting thereafter, the Board of Directors may elect additional directors, provided however, that the total number of directors selected by the Board of Directors shall be equal to or less than the number of directors voted by members. Furthermore, in no event shall the total number of directors exceed 9.
Section 5. Directors Terms. The term for each director shall be 3 years. In the interest of organizational continuity, the terms of directors shall be staggered. To facilitate this, director positions shall be numbered as follows: At the inception of the corporation the President shall be number one, treasurer shall be number two secretary shall be number three, members at large serving as directors shall be numbered alphabetically. Subsequent to the first election of directors by the general membership, each director's position shall be numbered by the drawing of lots. Upon the first election by the general membership of the Board of Directors, the terms shall be staggered so approximately one-third (1/3), or as close thereto as practicable, are elected at the annual meeting each year. To facilitate the staggering, all odd numbered directors' positions, excluding multiples of three, shall serve an initial term of 1 year and all terms thereafter shall be for 3 years. All even numbered directors' positions, excluding multiples of three, shall be for an initial period of 2 years, with all periods thereafter to be for 3 years. All terms for any directors' positions whose number is a multiple of three shall be for a period of 3 years for all terms including the initial term.
Section 6. Attendance. BOD members failing to attend three (3) consecutive meetings or one-half of the meetings in one (1) twelve (12) month period, without just cause shall forfeit their membership on the BOD (as determined by the BOD in office at that time).
Section 7. Removal. Any director may be removed, with or without cause, at a Board of Directors/Members meeting called for that purpose, by a vote of the majority of the Board of Directors/Members. Members may remove any director by a majority vote at any official members meeting. Directors may only remove directors then serving by virtue of a vote of the Board of Directors.
Section 8. Vacancies. Vacancies on the BOD and newly created board positions will be filled by a majority vote of the directors then on the Board.
Section 9. Quorum and Action. A quorum at a Board meeting shall be a majority of the number of directors prescribed by the Board, or if no number is prescribed, by a majority of all directors in office immediately before the meeting begins. The BOD shall make every effort to govern by consensus. However, if consensus cannot be achieved, or if the law shall require, action shall be taken by a majority vote of directors present. Where the law requires a majority vote of directors in office to establish committees that exercise Board functions, to amend the Articles of Incorporation, to sell assets not in the regular course of business, to merge, to dissolve, or for other matters, such action is taken by that majority as required by law. Provided however, that no action may be taken by a Board of Directors consisting of four (4) or more persons without at least three (3) directors present at such meeting voting for such action. In the event that the Board of Directors should consist of three (3) persons, then at any meeting a vote of two (2) of the directors shall be sufficient.
Section 10. Regular Meetings. Regular meetings of the BOD shall be held at the time and place to be determined by the BOD. At the time that a person becomes a member of the corporation, such member shall be given a written document stating the date, time, and place of all regular meetings of the Board of Directors. No other notice of regular meetings shall be required.
Section 11. Special Meetings. Special meetings of the BOD shall be held at the time and place to be determined by the BOD. Notice of such meetings, describing the date, time, place, and purpose of the meeting, shall be delivered to the director personally or by telephone, by mail or by email not less than ten (10) days prior to the special meeting.
Section 12. Meeting by Telecommunication. Any regular or special meeting of the BOD may be held by telephone or telecommunications, as long as the directors can hear each other.
Section 13. No Salary. Directors shall not receive salaries for their Board services, but may be reimbursed for expenses related to Board service.
Section 14. Paid Staff. Paid staff serving on the BOD shall abstain from discussion and voting on matters relating to their own compensation and benefits, other conditions of employment, and any other issues the Board of Directors deems they would have a direct material interest in. Further, compensation shall be based upon the need of the corporation and availability of funding.
Section 15. Action by Consent. There shall be no action by consent. Business required to be conducted by a meeting of the Board of Directors may only be conducted in such a meeting. It shall not be permitted to transact such business in lieu of a meeting by obtaining consent of directors individually through other means such as by telephone or in writing.
ARTICLE IV: COMMITTEES
Section 1. Executive Committee. The BOD may elect an Executive Committee. The Executive Committee shall have the power to make ongoing decisions between board members and shall have the power to make financial and budgetary decisions.
Section 2. Other Committees & Coordinators. The BOD may establish such other committees as it deems necessary and desirable. Such committees may exercise functions of the BOD or may be advisory committees. The Board may delegate authority to the committees for the effective, lawful and beneficial operation of the annual Convergence event. Any committees so appointed shall report to the Board or to such other persons or committees as the Board may designate. The Board shall appoint employees, coordinators, and other personnel as necessary to oversee the operation and planning of the activities of the Convergence and other sponsored events. Coordinators need not be directors. Coordinators may be removed by the Board with or without cause.
Section 3. Composition of Committees Exercising Board Functions. Any committee that exercises any function of the BOD shall be composed of two or more directors, elected by the BOD by a majority vote of the number of directors prescribed by the Board, or if no number is prescribed, a majority vote of all directors in office at that 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 directors present.
Section 5. Limitations on 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 of the corporation's 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 BOD.
ARTICLE V: OFFICERS
Section 1. Titles. The officers of this corporation shall be President, Secretary and Treasurer.
Section 2. Election. The BOD shall elect the President, Secretary and Treasurer to serve three-year terms. An officer may be re-elected without limitation on the number of terms the officer may serve. The Board of Directors may, at its option, choose to stagger the terms of the officers.
Section 3. Vacancy. A vacancy of the office of President, Secretary or Treasurer shall be filled not later than the first regular meeting of the BOD following the vacancy.
Section 4. Other Officers. The BOD 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 BOD.
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 cause to be performed (without relinquishing responsibility thereof) the duties listed under Secretary, Treasurer, and other officers as shall be designated by the BOD The president shall have any other powers and duties as may be prescribed by the BOD. The President shall call the annual meeting of the Board of Directors and notify board members as designated herein.
Section 6. Vice Presidents. The Board of Directors may from time to time as may be necessary at their discretion appoint one or more Vice Presidents. There shall be no limitation as to the number of Vice Presidents named and each position shall be appropriately numbered. The duties of a Vice President shall be as determined by the BOD.
Section 7. Secretary.
The Secretary shall perform or cause to be performed (without relinquishing responsibility thereof) the following duties:
- File reports annually or as necessary with the State of Oregon and with the Internal Revenue Service to establish and maintain charitable status under Article 501(c)3.
- Authenticate the records of the corporation and act as custodian of the corporate records;
C. Disburse all funds when authorized to do so;
D. Maintain current and accurate membership lists;
E. Record the minutes of all proceedings of the BOD and Members' meetings and actions;
F. Any other the duties as may be prescribed by the BOD.
Section 8. Treasurer.
The treasurer shall perform or cause to be performed the following duties:
- Keep and maintain full and accurate accounts of all financial records of the corporation.
- Deposit all monies and other valuable effects in the name of and to the credit of the corporation with such depositories as may be designated by the BOD;
C. Make and submit financial reports reflecting the financial status and condition of the corporation to the BOD.
D. Retain a bookkeeper and an accounting professional as deemed necessary by the BOD and be the primary point of contact with them.
- Disburse funds at the direction of the Secretary or BOD, and review expenditures made by the secretary or other disbursement agent assigned to such task by the BOD.
- Maintain a bank account at an institution approved by the BOD.
- Prepare and review tax returns and submit to the appropriate agencies.
- Any of the duties as may be prescribed by the BOD.
ARTICLE VI: CORPORATE INDEMNITY
This corporation will indemnify its officers and directors to the fullest extent allowed by Oregon law. The corporation may maintain directors insurance to insure indemnification of officers and directors.
ARTICLE VII: AMENDMENTS TO BYLAWS
These bylaws may be amended or repealed, and new bylaws adopted, by the BOD by a majority vote of directors present, if a quorum is present. Prior to the adoption of the amendment, each director shall be given at least ten 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.
ADOPTED Date _______________________