BYLAWS
OF
SOUTHERN OREGON CAMP KIWANIS
ARTICLE I
General
Section 1.1. Purposes. The purposes of this corporation are set forth in Article 6 of its Articles of Incorporation.
Section 1.2. Limitations. The purposes, powers and authority of this corporation are subject to certain limitations which are set forth in Article 5 of said Articles of Incorporation.
ARTICLE II
Office
Section 2.1. Offices. Unless and until otherwise provided by the Board of Directors (hereinafter sometimes referred to as the “Board”), the principle office of the corporation shall be the office of the Southern Oregon Camp Kiwanis. Physical address shall be held at 110 W. 17th St. Coquille, OR 97423 with the mailing address as P.O. Box 911, Coquille, OR 97423. Said office location may be changed from time to time by the Board, and the corporation may have such additional offices, either temporary or permanent, as the Board may designate. All official records of the corporation shall be maintained in the corporate office.
Section 2.2. Registered Office. The registered office of the corporation required by the Oregon Nonprofit Corporation Law shall be maintained in the State of Oregon may be, but need not be, identical with the corporation’s principle office in the State of Oregon, and the address of the registered office may be changed from time to time by the Board.
Section 2.3. Registered Agent. The registered agent of the corporation required by the Oregon Nonprofit Corporation Law shall be an individual resident of the State of Oregon whose business office is identical to the registered office of the corporation. The registered agent of the corporation may be changed from time to time by the Board.
ARTICLE III
Membership/Control
Section 3.1. Composition. This corporation shall have no members.
Section 3.2. Control. Control of the activities and operations of this corporation shall be vested in the Board of Directors of the corporation, subject to the terms and provisions of these bylaws.
Section 3.3. Annual Meeting. The annual meeting of the corporation for the election of directors and officers and the transaction of such other business as may be placed upon the agenda for such a meeting by the Board shall be held during the final day of the annual camp of each year, at such time and place as the Board shall determine in the call for the meeting. Such meeting shall be open to all persons interested in the corporation and its mission.
Section 3.4. Special Meetings. Special meetings of the corporation may be called by the president or the Board whenever it is deemed necessary or desirable to submit any matter or matters to interested persons for the consideration by and advice from such persons, such special meetings to be held at such time and place as the Board shall determine.
Section 3.5. Notice. Notice of the annual and special meetings of the corporation stating the place, date and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to the president of each Kiwanis Club in Division 72; Division 74; Division 76; Division 82; and Division 84; to the president of each additional “participating Kiwanis Club” as defined herein, and to each member of the Board not less than ten [10] nor more than fifty [50] calendar days before the date or the meeting. For purposes of this Section 3.5., a “ participating Kiwanis Club” is one that (1) has donated funds to the corporation or to the Southern Oregon Camp Kiwanis Foundation during any eighteen [18] calendar months preceding the notice, or (2) which has provided Club-sanctioned or approved volunteer services to the corporation during any of the eighteen [18] calendar months preceding the notice
ARTICLE IV
Board of Directors
Section 4.1. Number. The board of the corporation shall consist of eleven [11] or more directors, each of whom shall be a Kiwanian or an Honorary Kiwanian. The number of directors may be decreased of increased from time to time by amendment of these Bylaws.
Section 4.2. Composition. The membership of the Board of the Corporation shall consist of the following persons:
1) The President;
2) Immediate Past President;
3) President Elect;
4) The Secretary/Treasurer
5) One director designated by the Lt. Governor of each Division of the Pacific Northwest District of Kiwanis to whom notice is given under section3.5;
6) Other Directors elected by the incumbent directors of this corporation as required to fill the required membership.
7) The Camp Director.
Section 4.3. Term of Office. Except for the Officers of this corporation, the term of office of each director shall be for a period of three [3] years. The term of office shall commence on October 1 of the year in which the director is elected, and shall continue to and including September 30 in the calendar year in which his/her respective term expires. The maximum period of time for or during which one person may occupy an office of the Corporation is as determined by the election of a successor.
Section 4.4. Nomination and Election. The President shall appoint a nominating committee from among all members of the Board consisting of not less than three [3] members, a majority of whom shall be other than officers of the corporation, to nominate a slate of candidates for the office of director to be elected to succeed those directors whose terms of office are expiring that year. At the annual meeting of the corporation to held as defined in Section 3.3, the individuals nominated by the nominating committee, and other candidates as nominated by the members of the Board, shall be voted upon, and the individuals receiving the highest number of votes, whether or not a majority of the votes cast, shall be elected to the positions open on the Board.
Section 4.5. Resignation. Any director of the corporation may resign at any time, either by oral tender of resignation at any meeting of the Board, or by giving written notice thereof to the secretary of the corporation. Such resignation shall take effect at the time specified therefore, or if no time is specified, upon receipt thereof and, unless otherwise specified with respect thereto, the acceptance of such resignation shall not be necessary to make it effective.
Section 4.6. Removal. A director may be removed, with or without cause, at any meeting of the Board. Two-thirds of the persons voting shall be required to remove a director from the Board
Section 4.7. Vacancies. Any vacancy occurring in the Board and any directorship to be filled by reason of an increase in the number of directors shall be filled without undue delay by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board. During the existence of any vacancy, the remaining directors shall possess and exercise all of the powers of the full Board. A director elected to fill a vacancy occurring in the Board shall be elected for the unexpired term of his/her predecessor in office.
Section 4.8. General Powers. The business and affairs of the corporation shall be managed and controlled by its Board of Directors. Subject to the provisions of the Oregon Nonprofit Corporation Law and the Articles of Incorporation and Bylaws of this corporation, the Board shall do and perform every act and thing whatsoever that it shall deem necessary, expedient or advisable to carry out the purposes of this corporation.
Section 4.9. Regular Meetings. The board shall meet not less than once each calendar quarter, and shall by resolution provide a schedule of regular meetings of the Board to be distributed to each member of the Board. If no such resolution is adopted, all meetings other than the annual meeting shall be special meetings.
Section 4.10. Call, Place, and Notice of Directors’ Meeting. Unless otherwise provided by resolution of the Board, the meeting and all special meetings of the Board may be called by or at the request of the president or a majority of the members of the Board. The notice of the meeting shall specify its time and place.
Section 4.11. Notice. Notice of each meeting of the Board shall be given in writing delivered personally or mailed to each director or left at his/her place of business at least ten [10] days prior to the date of the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, properly addressed and with postage thereon fully prepaid. The consent in writing of any director to the holding of such meeting or his attendance thereat shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Unless otherwise specified in the provisions of the Oregon Nonprofit Corporation Law, the Articles of Incorporation, or the Bylaws, neither the business to be transacted nor the purpose of any meeting of the Board need be specified in the notice or waiver of notice of such meeting.
Section 4.12. Quorum. Except as otherwise provided in section 4.7, a majority of the number of directors fixed by the bylaws shall constitute a quorum for the transaction of business.
Section 4.13. Manner of Acting. The act of a majority of the directors 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 the provisions of the Oregon Nonprofit Corporation Law or is otherwise provided in these Bylaws. Each member of the Board, including the director presiding at the meeting of the Board, shall be entitled to one vote.
Section 4.14. Action by Unanimous Written Consent. Any action that may be taken at a meeting of the Board may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all the directors of the corporation.
Section 4.15. Presumption of Assent. A director of the corporation who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his/her dissent is entered in the minutes of the meeting or unless the director files his/her written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or forwards such dissent by mail to the secretary of the corporation within three [3] calendar days after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 4.16. Compensation and Expenses. Directors shall serve without compensation. Expenses incurred in connection with performance of their official duties may be reimbursed upon approval of the Board.
ARTICLE V
Committees
Section 5.1. Appointment. The Board, by resolution adopted by a majority of a quorum, may designate and appoint such committees as are deemed appropriate.
Section 5.2. General Powers and Limitations. The Board shall have the power at any time to fill vacancies in, to change the size or membership of, and to discharge any committee. Each resolution appointing it; provided, however, that no such committee shall have the authority to amend, alter or repeal these Bylaws or the Articles of Incorporation; elect appoint or remove any director or officer of the corporation; adopt a plan of merger or adopt a plan of consolidation with corporation; authorize the voluntary dissolution of the corporation or revoke proceedings therefore; adopt a plan for the distribution of the assets of the corporation; or amend, alter, or repeal any resolution of the Board. The designation and appointment of any committees and the delegation thereto of authority shall not operate to relieve the Board or any individual director of any responsibility imposed upon the Board or the director by law.
Section 5.3. Composition. All standing committees shall consist of at least one director and may include such other persons as appointed thereto by the Board.
Section 5.4. Quorum. A majority of the members of a committee shall constitute a quorum and any transaction of a committee shall require a majority vote of the quorum present at any meeting. Each member of a committee, including the person presiding at any meeting, shall be entitled to one [1] vote.
Section 5.5. Removal of Members. The body or person who is appointed the committee may remove at any time, with or without cause, a member or members of that committee.
Section 5.6. Meetings. Members of the committees shall meet at the call of the chairperson at such place, as he/she shall designate after reasonable notice has been given to each committee member. Each committee shall keep minutes of its proceedings and make a written report to the Board of its action within a reasonable time subsequent to the meeting.
ARTICLE VI
Officers
Section 6.1. Officers. The officers of the corporation shall be the President, the President Elect, the Past President, and the Secretary/Treasurer.
Section 6.2. Election. The officers of this corporation shall be elected by the Board at the annual meeting of the Board.
Section 6.3. Term of Office. The term of office of each officer of this corporation shall be one year
The term of office of the president elect shall run until such time as the incumbent President shall replaced by a successor President, at which time the incumbent president shall become Past President.
The term of office of the President Elect shall run until such time as the incumbent President shall succeed to the office of Past President, at which time the President Elect shall become President.
Section 6.4. Term Limitation. The maximum period of time for or during which one person may occupy an office of the Corporation is as determined by the election of a successor.
Section 6.5. Removal. Any officer elected by the Board may be removed by the majority vote of all the Board whenever, in the judgment of such majority, the best interests of the corporation would be served thereby.
Section 6.6. Vacancy. A vacancy in any office due to death, resignation, removal, disqualification or other cause may be filled by the Board for the unexpired portion of the term.
Section 6.7. Duties of Officers. The duties of the Officers of this corporation shall include:
6.7.1 President. The president shall preside at all meetings of the Board and, subject to the control of the board, he/she shall be charged with the general supervision, management and control of all the business and affairs of the corporation. The president shall sign, with such other officer of the corporation thereunto authorized by the Board, any contract or other instrument which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be especially delegated by the Board or by these Bylaws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. The president shall perform such other duties as from time to time may be prescribed by the Board.
6.7.2 President-Elect. The President-Elect shall assist the President in the performance of his/her duties, and shall preside in the absence of the President. Should the President be removed from the office as provided in these Bylaws, or if the President shall die or resign from office, the President-Elect shall succeed to and become President of the corporation.
6.7.3 Past President. The Past President shall preside over all meetings of the Board in the absence of the President and the President-Elect. He/she shall assist the president in representing the corporation in all matters and shall fulfill such other duties as may be assigned to him/her by the president.
6.7.4 Secretary/Treasurer. The Secretary of the Corporation shall keep minutes of the meetings of the Board, see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, be custodian of the corporation’s records, and in general perform all duties incident to the office of secretary and such other duties as from time to time may be prescribed by the president or the Board. As Treasurer, he/she shall have charge and custody of all corporation funds and shall keep in books belonging go the corporation full and accurate accounts of all receipts and disbursements, and the treasurer shall deposit all money and other valuable effects in the name of the corporation in such depositories as may be designated for that purpose by the Board. As Treasurer, he/she shall disburse the funds of the corporation, taking proper vouchers for such disbursements, and shall render to the President or the Board, an account of all transactions of the Treasurer and of the financial condition of the corporation.
ARTICLE VII
Indemnification of Directors and Officers
To the fullest extent authorized by the indemnification provisions of the Oregon Nonprofit Corporation Law (ORS 65.387, et seq.), and subject to the limitations thereof not inconsistent with the provisions of this Article VII, each director and officer of the corporation now and hereafter in office and his/her heirs, executors and administrators shall be indemnified by the corporation against all liabilities, costs, expenses and amounts, including council fees, reasonably incurred by or imposed upon him/her in connection with or resulting from any action, suit, proceeding or claim to which he/she may be made a party, or in which he/she may be or may become involved by reason of his/her acts of omission or commission, or alleged acts as such director or officer, or, object to the provisions hereof, any settlement thereof, whether or not he/she continues to be such director or officer at the time of incurring such liabilities, costs, expenses or amounts, provided that such indemnification shall not apply to liabilities incurred with respect to any matter in which such director or officer shall be finally adjudged in such action, suit or proceeding to have been individually guilty of willful misfeasance or malfeasance in the performance of his other duties as such director or officer and, provided further, that the indemnification herein provided shall, with respect to any settlement of such suit, action, proceeding or claim , include reimbursement of any amounts paid and expenses reasonably incurred in settling any suit, action, proceeding or claim when, in the judgment of the Board of the corporation, such settlement and reimbursement appear to be for the best interests of the corporation. Indemnification pursuant to this Article VII shall be reduced by the amount of any other indemnification or reimbursement of such officer or director of the liability and expense to which indemnification is claimed. The foregoing right of indemnification shall be in addition to and not exclusive of any and all other rights as to which any such director or officer may be entitled to under any other proceeding of the character described in this Article VII may be advanced by the corporation prior to the corporation prior to the final disposition thereof upon receipt of any undertaking by or on behalf of the recipient to repay such amount, unless it shall ultimately be determined that he is entitled to indemnification under this Article VII.
ARTICLE VIII
Contracts and Banking
Section 8.1. Contracts. The Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 8.2. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board may select.
Section 8.3. Checks. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents, of the corporation and in such manners as shall from time to time be determined by resolution of the Board.
Section 8.4. Loans. No loan shall be made by or to this corporation, and no evidences of indebtedness shall be issued in its name, unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances, provided, however, that no loans shall be made by the corporation to its directors or officers.
ARTICLE IX
Gifts
Section 9.1. Method. Donors may make gifts to the corporation by naming or otherwise identifying the corporation, whether or not an agent is designated to have custody of the property contributed. Gifts shall vest in the corporation upon receipt and acceptance by it (whether signified by an officer, employee or agent of the corporation). The corporation may enter into agreements with agents having custody of the funds of the corporation, specifying additional terms of such custody. A donor may designate one or more agents of the corporation to have custody of and administer the investment of a gift and, if more than one, the portion of the gift to be so held and administered by each. In case of failure of a donor to designate an agent of such portions, or failure of a designated agent to accept custody of a gift, the Board may, in each case, so far as necessary, designate one or more of the agents to have custody of and administer the investment of the gift and, if more than one, the portions to be so held and administered by each.
Section 9.2. Terms. Each donor making a gift to the corporation accepts and agrees to all the terms of the Articles of Incorporation of this corporation and these Bylaws and agrees that the fund so created shall be subject to the provisions of these Bylaws with respect to the presumed intent of the donors, variance from a donor’s restrictions and amendments and termination, and to all other terms of the Articles of Incorporation and these Bylaws and any agency agreement between the corporation and agents having custody of the funds of the incorporation, each as from time to time amended.
Section 9.3. Gifts in Trust. If a gift is made to a trustee or in trust to make payments from income or principal for a period of a life or lives, or other period, to any individuals or for non-charitable purposes, followed by payments to the corporation, or in trust to make income or other payments to the corporation followed by payments to any individuals or for non-charitable purposes, only the payments to the corporation shall be regarded as subject to the corporation’s Articles of Incorporation and these Bylaws, and then only when the corporation becomes entitled to their use. The Board may take such action as, from time to time, it deems necessary to protect the corporation’s right to receive such payments
Section 9.4. Donor’s Restrictions.
9.4.1. Any donor may, with respect to a gift made by such donor to the corporation, provide at the time of the gift restrictions which are not inconsistent with the charitable purposes of the corporation as to (1) the field of charitable purposes or particular charitable organizations or purposes to be supported; (2) the manner of distribution, including amounts, times and conditions of payment, and whether from principal and/or income; (3) the name, as a memorial or otherwise, for a fund given, or addition to a fund previously held, or anonymity for the gift; and (4) reasonable limits on or additions to investment power of an agent having custody of the gift for the corporation.
9.4.2. All such restrictions by donors shall be followed, except as provided in section 6 and 7 of this article IX or in other provisions of these Bylaws or in the Articles of Incorporation, or by law.
Section 9.5. Investments. No gift shall be required to be separately invested or held unless so provided by a restriction of the donor or it is necessary in order to follow any other restriction of the donor as to the purpose or investment or in order to prevent tax disqualification or it is required by law. Restrictions involving the naming of a fund as a memorial otherwise may be satisfied by keeping under such name accounts reflecting appropriately the interest of such fund in each common investment.
Section 9.6. Presumption as to Donor’s Intent. Each gift to a fund of the corporation shall be presumed to be intended (1) to be used only for charitable purposes; (2) to be productive of a reasonable return of net income or appreciation which (except during the period referred to in section 3 of this Article IX) is to be distributed at least annually, or if accumulated is to be accumulated only in a reasonable amount and for a reasonable period for a charitable purpose or purposes; and (3) to be used only for such of those purposes and in such manner as not to disqualify the gift or fund from deduction as a charitable contribution, gift or bequest in computing any federal income, gift or estate tax of the donor or his estate and not to disqualify the corporation from exemption from federal income tax as a qualified charitable organization, and each gift and fund shall not be otherwise applied. If a restriction by the donor, however expressed, and each gift and fund shall not be otherwise applied. If a restriction by the donor, however expressed, would if followed result in use contrary to the intent so presumed, or if the Board is advised by counsel that there is a substantial risk if such result, the restriction shall not be followed but shall be varied by the Board so far as necessary to avoid such result, except that, if the donor has clearly stated that compliance with the restriction of the gift, then the gift shall not be accepted in case of such advice, unless an appropriate judicial or administrative body first determines that the condition and restriction need not be followed. Reasonable charges and expenses of counsel for such advise and proceedings shall be proper expenses of this corporation.
Section 9.7. Variance. Whenever the Board determines that conditions or circumstances have changed in such a way as to render the execution of any requests, condition or directive of the donor obsolete, inappropriate or impractical it may, by affirmative vote of a majority of the members of the Board, vary or depart from such request, condition or directive, and the application of the whole or any part of the principal or income of the fund in accordance therewith to whatever extent in its judgment has been rendered necessary by such changed conditions or circumstance to avoid inappropriate or impractical application of the principal or income of the fund and more effectively utilize the same for the charitable purposes of the corporation.
ARTICLE X
Accounting Year and Audit
Section 10.1. Accounting Year. The accounting year of the corporation shall begin on the first day of October of each year and shall end on the last day of September of the following year.
Section 10.2. Audit. An independent auditor appointed by the Board shall at such times as the Board may determine, but at least annually, prepare for the corporation a financial statement, including a statement of combined capital assets and liabilities and a statement of income, expenses and distributions and a list of projects, person, organizations and agencies to or for which funds were used or distributed for charitable purposes and other additional reports or information as may be ordered from time to time by the Board. The auditor shall prepare such financial data as may be necessary for returns or reports required by federal, state or local governments to be filed by the corporation. The auditor’s charges and expenses shall be proper expenses of the corporation.
Section 10.3. Distribution of Financial Reports. The Board shall distribute a copy of the annual financial report to the president of each Kiwanis Club and Lt. Governor of participating Divisions of the Pacific Northwest District of Kiwanis, and to such other persons, organizations or agencies as the Board deems to best serve the purposes and objects of the corporation and encourage contributions to the corporation.
ARTICLE XI
Executive Committee
Section 11.1. Membership. The executive committee shall consist of the officers of this corporation as specified in Article VI of these Bylaws. The Executive Director of the Corporation shall be an ex-officio member of such Executive Committee.
Section 11.2. Meetings. The Executive Committee shall meet at least once each month, at such time, place, and date as the president shall determine.
Section 11.3. Functions and Powers. The Executive Committee shall appoint members of standing committees of the corporation; shall create such special committees for the corporation as may be required and appoint members thereof; coordinate committee activities; implement directions from the Board; set specific policy guidelines for the operation of Southern Oregon Camp Kiwanis; and supervise the performance of the Executive Director and staff.
Section 11.4. Quorum: Voting. A quorum of the Executive Committee shall consist of not less than four members of such Committee. All decisions of the Executive Committee shall be reached by majority vote of the persons attending the meeting at which the vote is taken.
ARTICLE XII
Standing Committees
Section 12.1. General. There will be four standing committees, each chaired by a Vice President of the organization. These committees will consist of members of the Board of Directors and others.
Section 12.2. Meetings. Each standing committee shall meet at such time and place as prescribed by its chairperson.
Section 12.3. Committee Designation and Functions. The following committees shall be under the supervision of the Executive Committee, which shall guide and coordinate their activities:
12.3.1. The Finance and Administration Committee shall be responsible to the Board of Directors in matters pertaining to financial and administrative functions subject to and in conformity with established policies of Southern Oregon Camp Kiwanis and the approval of the Board of Directors.
12.3.2. The Program Committee shall be responsible to the Board of Directors in matters concerning the education of participants and constituents, program development and evaluation, and the use of volunteer time and resources.
12.3.3. The site and Facilities Committee shall be responsible to the Board of Directors in matters pertaining to the care and maintenance of buildings and grounds, and assuring the functional utility of all areas and equipment.
12.3.4. The Development Committee shall be responsible to the Board of Directors in matters pertaining to the Annual Fund, public relations, planned giving, and special events. It shall also supervise the rental policy and fees.
ARTICLE XIII
Amendments
The Bylaws of the corporation may be altered, amended or repealed and new bylaws adopted by the affirmative vote of a majority of the directors in office at any regular or special meeting of the Board of Directors
Dated this 10th day of November, 2003
___________________________
President
___________________________
Secretary/Treasurer
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