Oregon Historic Cemeteries Association Bylaws
OREGON HISTORIC CEMETERIES ASSOCIATION, INC.
Adopted April 15, 2012
ARTICLE 1: NAME
The name of this corporation is Oregon Historic Cemeteries Association, Inc.
ARTICLE 2: OFFICES
The corporation shall maintain in the state of Oregon a registered office and a registered agent located at the registered office. The Board of Directors, may at any time, change the location of the registered office and the person designated as the registered agent. The corporation may also have other offices at such places as the Board of Directors may fix by resolution.
ARTICLE 3: PURPOSE
Oregon Historic Cemeteries Association, Inc., is dedicated to serve as a statewide association for the education of the public in the historical and cultural heritage contained in Oregon Cemeteries and to promote preservation, restoration and protection of Oregon Cemeteries.
ARTICLE 4: MEMBERSHIP
Section 1: Classes and Voting
There shall be one class of members of this corporation. Each member shall be entitled to one vote. Family memberships and organization memberships shall be entitled to one vote. All issues to be voted on shall be decided by a simple majority of those voting that are present at the meeting in which the vote takes place.
Section 2: Eligibility for Membership
Membership is granted upon receipt of a membership application and annual dues. Members may have their membership terminated by a majority vote of the Board of Directors, and with 15 days written notice mailed to the last address shown in the corporation’s records. Oregon Historic Cemeteries Association Bylaws Page 2 of 4
Section 3: Annual Dues
Annual Dues for individual, family and organization members shall be determined by the Board of Directors. Continued membership is contingent upon being up-to-date on membership dues. The membership year runs from March 1 through February 28. Annual dues shall be payable in advance and a member in arrears more than six months after payment is due shall be dropped from membership.
Section 4: Annual Meeting
An annual meeting of the general membership shall take place in the month of March, the specific date, time, and location of which shall be designated by the President. At the annual meeting the members shall elect Board Officers and Members-at-Large, receive reports on the activities of the association, and determine the direction of the association for the coming year. Notice of annual meetings shall be given via the website and written notice mailed or e-mailed to members’ last contact address on file.
ARTICLE 5: BOARD OF DIRECTORS
Section 1: Composition of the Board
The Board of Directors shall be composed of up to seven individuals: up to four officers and up to three members-at-large. The President shall conduct the board meetings.
Section 2: Term
The term of office for Board Officers shall be one year with no limitation on the number of terms. The general membership shall elect these positions at the annual meeting.
Section 3: Regular Board Meetings
The Board of Directors shall hold a regular meeting at least once per quarter. Minutes of the Board meetings, including notice of the next scheduled meeting, shall be sent by e-mail to all board members.
Section 4: Board Action Without a Meeting
Voting via e-mail shall be allowed on issues of minimal significance in between regularly scheduled board meetings (i.e., prior approval of written correspondence).
Section 5: Duties of Officers
A. President. The President shall convene, facilitate, and conduct all board meetings of the corporation; shall preside at all general membership meetings of the corporation; shall represent the corporation in matters before appropriate jurisdictions including liaison to agencies, and organized groups, and includes written and electronic correspondence (i.e., the corporation website), and shall set meeting agendas, for meetings at established dates that have been determined by the Executive Committee.
B. Vice President. The Vice President shall perform the duties of President in the absence or incapacity of the President, and perform such duties as may be prescribed by the association. Oregon Historic Cemeteries Association Bylaws Page 3 of 4
C. Secretary. The Secretary shall be responsible for all official paperwork for the corporation; shall record Board minutes and distribute copies to the Board. The duties of Secretary may be combined with duties of Treasurer.
D. Treasurer. The Treasurer shall be responsible for the receipt and expenditure of the corporation’s funds; shall complete financial records and reports, including Tax Filings. The duties of Treasurer may be combined with duties of Secretary. Financial records shall be available for examination at Board request and annual audit.
E. Member-at-Large. To perform such duties as may be prescribed by the Board.
Section 6: Quorum and Voting
A quorum at a Board meeting shall be a majority of the number of all Board members in office immediately before the meeting begins. If a quorum is present, action is taken by the affirmative vote of a majority of Directors present. Each Board member shall have one vote, including individuals who share a family membership. Voting by proxy shall not be allowed.
Section 7: Vacancy
Vacancies occurring in office shall be filled by appointment by the Board of Directors.
ARTICLE 6: COMMITTEES
Section 1: Committees shall be created and disbanded as deemed necessary by the Board.
Duties of committees shall be governed by operating rules of the association.
Section 2: Standing Committees
The Board shall determine when a committee shall become a Standing Committee. Members of Standing Committees shall serve for one year, from the annual meeting to the following annual meeting. Standing Committee chairs shall be members in good standing.
Section 3: Ad Hoc Committees
Ad Hoc Committees may be created on a temporary basis by the Board for the promotion of the purposes of the corporation. Ad Hoc Committee chairs shall be members in good standing.
Section 4: Special Projects
Special projects related to Oregon Historic Cemeteries Association, Inc., may be produced by individuals who are members in good standing. Projects must be approved by the Board of Directors and be monitored by the Board President or designee. Approval of projects may be revoked at any time by a majority vote of the Board of Directors.
ARTICLE 7: PROPERTY OF THE CORPORATION
Section 1: Dissolution of the Corporation
Upon dissolution of the corporation, none of its property shall be distributed to any of its members. All such property shall be transferred to one or more other Section 501(c)(3) organizations in accordance with Oregon law and under Section 501(c)(3) of the Internal Revenue Code. Oregon Historic Cemeteries Association Bylaws Page 4 of 4
Section 2: Appropriations and Expenses
A. Appropriation of Corporation Funds. General operating and event expenses must receive prior approval from the Board.
ARTICLE 8: AMENDMENTS TO BYLAWS
The Bylaws may be amended, altered, repealed, or enhanced at any regular or special meeting of the Board of Directors by a majority vote of the Board members present at the meeting. Proposed amendments must be submitted to the President, to be sent out with the regular Board announcements prior to the Board meeting.
ARTICLE 9: NON-DISCRIMINATION POLICY
Oregon Historic Cemeteries Association, Inc., shall not discriminate against individuals or groups on the basis of race, religion, color, creed, sex, sexual orientation, age, disability, national origin, or political affiliation in any policy or action.