The NW Sheriff’s Chaplain’s Association (NWSCA) is incorporated under the laws of the State of Oregon as a public benefit not for profit corporation.NWSCA shall operate under the assumed business name of Peacekeepers Northwest (PKNW).
The principal office of the NWSCA in the State of Oregon shall be located at:215 SW Adams Avenue, Hillsboro, Oregon97123-3874.
Section 2:Other Offices
The NWSCA may also have offices at other locations within or without the State of Oregon, as the Board of Directors, hereinafter referred to as “Board”, may from time to time designate or as the business of the NWSCA may require.
All NWSCA activities shall be not for profit and be in compliance with Chapter 65 of the Oregon Revised Statutes (or its corresponding future provisions) and Section 501(c)(3) of the U.S. Internal Revenue Code.
NWSCA’s primary purpose shall be the recruitment and continuing training and support of chaplains and volunteers who support first responders, their staff and families, inmate programs and community members in crisis.
The NWSCA shall be restricted to activities consistent with the purposes of the NWSCA.No part of the net earnings of the NWSCA shall inure to the benefit of any private person or organization.No substantial part of the activities of the NWSCA shall be carrying on propaganda, or otherwise attempting to influence legislation.The NWSCA shall not participate in, or intervene in or publish or distribute statements in any political campaign on behalf of any candidate for public office.The NWSCA shall not discriminate in any manner against any person on the basis of race, creed, color, national origin or sex.
This is a membership organization within the meaning of “member” in Oregon Revised Statutes chapter 65.(See Article VIII regarding “Associate Members.)
Any person who is or has been licensed or ordained, who is working toward licensing or ordination or who has made a personal commitment to do so may apply for membership in the NWSCA.No person with a felony conviction for any crime or a misdemeanor conviction of a person crime, or a crime involving, dishonesty or moral turpitude is eligible for membership.
The NWSCA Board of Directors (Board) shall review all applicants for membership and shall not exclude any person from membership based on any factor prohibited by law to be a factor of consideration for employment hiring.
The Board shall adopt a procedure for persons to apply, be reviewed and accepted for membership.
Section 2:Initiation Fee, Annual Dues, and Assessments
The Board has the authority to set, from time to time as it deems necessary, initiation fees, annual dues and assessments for members.
Section 3:Donors, Supporters and Board Members
Donors, supporters and Board members are not members within the meaning of “member” in Oregon Revised Statutes chapter 65 unless they have otherwise qualified, applied for have been accepted by the Board as a member.
Section 4:Annual Membership Meeting
The Board shall set a date, time and location for the members to meet annually for the purpose of election of Directors and for any other business to come before the membership.Notice of such meeting shall be mailed by the NWSCA Secretary to the members at their last known address at least 20 days but not more than 30 days before the date of the meeting.
Section 5:Special Membership Meeting
The members may call a special membership meeting upon written petition signed by a majority of the members, said petition to specifically state the date, time, location and specific purpose of the special meeting.A petition for a special meeting of the membership shall be presented to the NWSCA Secretary at least 30 days but not more than 45 days before the date of the meeting.The NWSCA Secretary shall mail the notice of the special meeting in the same manner as the annual membership meeting.
Section 6:Termination of Membership
The Board, for cause, may, on an affirmative vote of three-fourths of the directors then in office, terminate the membership of any member at any regular meeting or special meeting called for that purpose.Within sixty (60) days following the person’s termination of membership, the Board shall have that person’s remaining pro-rated annual dues returned to them by mailing a check to their last known address.
A member may resign at anytime by giving notice which would reasonably notify the Board of their resignation.At the Board meeting following receiving notice of the member’s resignation the Board shall have that person’s remaining pro-rated annual dues returned to them by mailing a check to their last known address.
BOARD OF DIRECTORS
Any person with legal capacity and who is a resident of, or is employed within, Oregon is eligible to be a member of the NWSCA Board of Directors. Directors shall serve without compensation. Directors may be members of NWSCA however are not members merely due to their position as a Director.
The term of office for a Director is three years.No person shall serve more than two consecutive terms unless this limitation is specifically waived by the Board.A person who has served two consecutive terms may be re-elected to the Board after an absence of at least one year.
The President, Vice President, Immediate Past President, Treasurer and Secretary are members of the Board.There shall be no less than six or more than twelve members of the Board.The President shall be Chair of the Board.
Directors and Officers shall be elected at the annual membership meeting.Approximately one-third of the Directors shall be elected each year.In the event that the number of Board members may fall below the minimum number a special meeting of the Board shall be called at which time the Directors will appoint one or more Directors – a majority of the then serving Directors shall qualify as a quorum for this special meeting.
Section 5:Seating of New Directors
New Directors shall assume their position on January 1st following their election except that a person elected to fill a vacant position shall immediately assume that position upon appointment and hold such position until the expiration date of the term of the person who held such position previously.
Any member of the Board may be removed for cause or not for cause by a vote of three fourths of the Board members present at any meeting of the Board.
Any member of the Board, who misses two consecutive meetings or three meetings in a year without prior written acceptable notice, forfeits their position on the Board and such position shall immediately be deemed vacant.
A.Regular Meetings.The Board may schedule monthly, bi-monthly quarterly or other regular meetings at its discretion.
B.Special Meetings.The President or any three members of the Board may call a special meeting of the Board by forwarding notice of such meeting to the NWSCA Secretary who shall within one working day forward a notice of the special meeting to all Board members.The notice shall state the time and place of the meeting and the subject matter of the meeting.If the NWSCA Secretary is not available, the person or persons calling the special meeting shall send the notice to the other members of the Board.The notice shall be sent at least two days but not more than thirty days before the date set for the meeting.If the President is not available at the special meeting, one of those persons calling the special meeting shall preside at such meeting.
C.Quorum:A majority of the members of the Board shall comprise a quorum for all meetings.Once a quorum is established, it shall be deemed to continue regardless of Board members leaving during that meeting except that matters not specifically on that meeting’s agenda may not be discussed or voted upon unless a majority of the Board members are present.
D.Presence:A Member of the Board may attend a meeting in person, electronically or by submitting a proxy in a form to be determined by the Board.Any form of attendance counts as being present for the purposes of establishing and maintaining a quorum.
E.Order:The order of meetings shall be in accordance with Roberts Rules of Order.
The Officers of the NWSCA are:President, Vice President, Immediate Past President, Treasurer, and Secretary.Only the offices of Treasurer and Secretary may be combined.Except for the Executive Chaplain, all Officers serve without compensation.(See Article VI, Section 4, regarding election of Officers.)
The terms of office for the President, Vice President, Treasurer and Secretary are three years. A person may serve no more than two consecutive terms as President, Vice President, Immediate Past President, Treasurer or Secretary.
The President shall be the Chair of the Board.The President shall appoint ad hoc committees, their Chairs and members; and with the approval of the members of the Board shall appoint the Chairs and members of standing committees.The President shall execute all deeds, titles and instruments to be recorded in the name of the NWSCA.
Section 4:Vice President
The Vice President has all the authority and responsibility of the President in the absence of the President or if for any reason the President is unable to fulfill the responsibilities of that office.The Vice President shall not have the authority to execute deeds, titles and instruments to be recorded in the name of the NWSCA unless specifically granted such authority in specific limited instances by the Board.
Section 5:Immediate Past President
Immediately upon the termination of a person’s last term as President they shall become the Immediate Past President and shall serve in that capacity until such time as the next President becomes Immediate Past President.The Immediate Past President is a member of the Board and shall preside at any Board meeting where both the President and Vice President are absent.The Immediate Past President shall not have the authority to execute deeds, titles and instruments to be recorded in the name of the NWSCA.
The Treasurer shall have the care and custody of and responsibility for the funds of the NWSCA. He or she shall be responsible for the oversight of maintenance of regular books of accounts, the deposit of all funds and other valuable effects in the name of the NWSCA in such depositories as may be designated by the Board, for putting in place and maintaining fiscal controls, for all tax and other financial filings with any governmental entity, for implementing any controls and procedures as directed by the Board, and shall assure financial reports are submitted to the Board prior to each regular meeting and special meeting called for any financial matter regarding the NWSCA.
The Secretary shall keep records of the meetings of the Board and of the members; administer the members roster; and to maintain the orderly maintenance of all corporate documents including but not limited to Articles of Incorporation, Bylaws, resolutions and minutes of Board meetings and the timely filing of all required documents with all governmental entities.
Section 8:Executive Chaplain
The Executive Chaplain shall be responsible for the day-to-day operations of the NWSCA and perform duties as directed by the Board.He/she shall attend the meetings of the Board, Executive Committee and Nominating Committee and report to the Board and Executive Committee on all operational matters concerning the NWSCA.The Executive Chaplain is not a voting member of the Board, Executive Committee or Nominating Committee.He/she serves at the will of the Board.
Recognizing that there are individuals and organizations that wish to financially, or otherwise support, the mission of the NWSCA who either do not qualify for, or may not desire, Membership as defined in Article V above,NWSCA herewith establishes “Associate Members”.
“Associate Members” are not “members” as defined in Oregon Revised Statutes chapter 65.
“Associate Members” are subject to Board approval in accordance with the rules established by the Board.Those who wish to become “Associate Members” shall apply for such status through the NWSCA Executive Chaplain.
An individual or organization may donate to the NWSCA without becoming an “Associate Member”.
INSURANCE BONDING INDEMNIFICATION
The President shall be responsible to have the NWSCA continuously covered by current and valid premises and liability insurance.Liability insurance shall cover the NWSCA, its Directors, officers, agents and volunteers in an amount of at least $1,000,000.
Any Director, Officer, agent or volunteer who is authorized to obligate or disburse funds or assets shall be bonded through a corporate surety satisfactory to the Board and in a sum set by the Board insuring the faithful and honest performance of the duties required by such persons during the term their performance.The election or appointment of a person to a position with the NWSCA where they would have authority to obligate or disburse funds or assets shall be contingent upon that person being qualified for bonding by the corporate surety designated by the Board.
Except as otherwise provided by law, no Director, Officer, employee, agent or volunteer shall be liable to the NWSCA, its Directors, officers, agents or volunteers for any good faith conduct as a Director, officer, employee, agent or volunteer.
Except as otherwise provided by law, the NWSCA shall defend and indemnify any person that is made a party to a proceeding because they are or were a Director, officer, employee, agent or volunteer of the NWSCA so long at the following requirements are satisfied: 1) the conduct of the person was in good faith; 2) the person reasonably believed that their conduct was in the best interests of the NWSCA; and, 3) the person had no reasonable cause to believe that his or her conduct was unlawful.
For purposes of this section, defend and indemnify means payment by the NWSCA of the person’s reasonable expenses incurred in connection with the proceeding.Reasonable expenses includes attorney’s fees, court costs, other direct expenses related to and caused by the proceeding as well as any judgment entered against the Director, officer, employee, agent or volunteer and arising out of the proceeding.
Section 4:Limitation on Indemnification and Expenses Reimbursement
No such Director, officer, employee, agent, or volunteer, shall be indemnified against or be reimbursed for any expense incurred in relation to matters to which it is adjudged in any action, suit, or proceeding that any such Director, officer, employee, agent or volunteer, is liable for:(a) breach of duty of loyalty to the NWSCA; (b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) any unlawful distribution; (d) any transaction from which the Director, officer, employee, agent orvolunteer derived an improper personal benefit; or (e) any act or omission in violation of ORS 65.361 to 65.367.The amount paid to any Director, officer, employee, agent or volunteer, by way of indemnification shall not exceed the person’s actual, reasonable and necessary expenses incurred in connection with the matter involved, and such additional amount as may be fixed by the Board, and any determination so made shall be binding on the indemnified Director, officer, employee, agent or volunteer.The rights of indemnification and reimbursement for expenses hereinabove provided for shall not be exclusive of any rights to which any Director, officer, employee, agent or volunteer, of the NWSCA may otherwise be entitled by law.
DIVISIONS AND COMMITTEES
Section 1:Committee Authority
Except as specifically authorized below regarding the Executive Committee, all committees are advisory only and cannot take any action creating any obligation of any nature for the NWSCA.All committee recommendations are to be presented to the Board by the committee Chair.Should there be a minority report on any matter before a committee the minority report shall also be presented to the Board by the author of such report.
Section 2:Establishing Committees
The Board, at its sole discretion, may establish standing committees which shall meet from time to time as necessary to carry out the functions assigned to such committee by the Board.Each committee shall have at least two Directors as members.Standing committees shall, at a minimum, include the Executive Committee and the Nominating Committee.The Chair of the Board shall be the Chair of the Executive Committee and Nominating Committee.The Board shall designate the Chair of any other standing committee which it creates.
The Chair of the Board, at the Chair’s sole discretion, may appoint ad-hoc committees for specific purposes and for a specific period of time.The Chair shall appoint the members, at least two of whom must be Directors, and shall also appoint the Chair of any ad-hoc committee.
Section 3:Executive Committee
The Executive Committee shall consist of all the Officers of the NWSCA and one member at large.Between the regular meetings of the Board, the Executive Committee has the authority to take routine action on any matter not prohibited below.
The Executive Committee is prohibited from:
(b)Approving or recommending to members dissolution, merger or the sale, pledge or transfer of all or substantially all of the corporation’s assets;
(c)Electing, appointing or removing Directors or filling vacancies on the Board or on any of its committees; or
(d)Adopting, amending or repealing the articles or bylaws.
Section 4:Nominating Committee
The Nominating Committee shall consist of all the Officers of the NWSCA and one member at large.It shall meet from time to time to consider future candidates for election as Directors and Officers.It shall carry out its duties in a manner which will provide the Board with a slate of candidates for all positions to be elected at the annual membership meeting at least one month before that meeting.The Board shall submit the Nominating Committee’s slate of candidates, without alteration, to the membership for consideration at the annual membership meeting.
All money received by the NWSCA shall initially be placed in an interest bearing demand account.The Board may set an amount to be maintained in an operating account and may place amounts over that sum into interest bearing or investment accounts.
Section 2:Fiscal Year
The fiscal year of the NWSCA shall close on December 31 each year.
The Treasurer shall present an annual budget for the immediate following year to the Board no sooner than October nor later than the Board’s December meeting each year.The budget shall be limited to the reasonably anticipated activities of the NWSCA.
Upon approval of the budget, disbursement on accounts and expenses of the NWSCA provided for in the budget may be made without additional approval of the Board.Disbursements shall be made by check or other methods supported by written document.
Section 5:Checks, Drafts or Orders
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the NWSCA, shall be signed by such officer or officers of the NWSCA and in such manner as shall from time to time be determined by resolution of the Board.
In addition to the authority of the President and Vice President, as stated in Article VII, the Board may authorize the Executive Chaplain to enter into specific contracts or execute and deliver specific instruments in the name of and on behalf of the NWSCA.
Section 7:Annual Review of Financial Records
The financial records, books and accounts of the NWSCA shall be reviewed annually by an accountant not affiliated with NWSCA following the close of business on December 31 and at anytime there is a change of Treasurer more than 60 days before the date of the annual review.The Board may also request a review or an audit by a certified public accountant at anytime at its sole discretion.The results of the annual review shall be available within the offices of the NWSCA and in accordance with existing law.The accountant shall be requested to evaluate the accuracy, efficiency, and effectiveness of the NWSCA’s financial record keeping and make recommendations for corrections or changes; the Board shall consider any such recommendations.
Section 8:Loans Prohibited
No loans shall be made by the NWSCA to any Director, officer, agent, employee or volunteer of the NWSCA.
Section 9:Conflict of Interest
No Director, officer, agent or volunteer, including their family members, friends, employees, employers, subordinates or supervisors, shall receive any financial gain, directly or indirectly, from the NWSCA unless that person is an employee of the NWSCA or is professionally contracted with the NWSCA for their expertise based on a specific contract approved by the Board and all such relationships shall be disclosed to the Board in writing.At no time shall a person be present during any discussion regarding any matter related to any financial relationship or potential financial relationship they have or may have with the NWSCA.
Any Director or Officer who has an employment or familial relationship with any other Director or Officer outside of their capacity as a Director or Officer of the NWSCA shall disclose such relationship to the Board in writing.
In the event there is any dispute between the parties to these Bylaws relating in any way to these Bylaws, the parties must mediate any such dispute before commencing any legal action.No party to these Bylaws can bring legal action against the other party without first participating in mediation, unless one party refuses to submit to mediation and legal action is brought to specifically enforce this mediation provision of these Bylaws.If the parties cannot agree upon the person to act as the mediator, then the U.S. Arbitration and Mediation Service in Portland, Oregon, will select a person to act as the mediator.The mediator’s charges and expenses shall be split by the parties on a 50/50 basis.Mediation fees and costs do not include each party’s attorney fees and costs.Each party shall be responsible for his own attorney fees and costs at mediation.Should the dispute not be resolved by; mediation, the parties agree to submit any dispute arising between the parties relating in any way to these Bylaws to binding arbitration with the U.S. Arbitration and Mediation Service in Portland, Oregon and shall utilize such Service’s rules of procedure.If the parties cannot agree upon an individual to act as the arbitrator, then the U.S. Arbitration and Mediation Service in Portland, Oregon, will select a person to act as the arbitrator.If the dispute goes to arbitration, the prevailing party will be entitled to its attorney fees and costs incurred in the arbitration process.The decision of an arbitrator will be final and not subject to any appeal and will be enforceable in a court of competent jurisdiction.Upon motion of any party to an arbitration proceeding pursuant to the provisions of this document, the arbitrator may release all the parties from the arbitration, terminate proceeding, and allow the moving party to file for relief in the Circuit Court of Washington County for the State of Oregon if the arbitrator finds that there is a necessary party to the arbitration proceeding who is not subject to the jurisdiction of the arbitrator.
All notices required by these bylaws are sufficient if reasonably designed to assure the intended party receives such notice.Notices may include but are not limited to:First Class USPS mail, internet email, fax and personal service in writing.Verbal notice is insufficient regardless if by phone, in person or by third party.
Unless otherwise provided by law or these bylaws, all notices required by these bylaws must be sent no sooner than 10 days or more than 30 days before the event which is the subject matter of the notice.
All notices required by these bylaws shall contain sufficient information to reasonably provide the recipient with the purpose and reason for the notice.
Section 4:Waiver of Notice
For any matter which notice is required by these bylaws, notice may be waived so long as three quarters of those required to be sent notice are present and three quarters of those present agree to waive the requirement for notice.
Board members may also waive notice in writing or by appearing unless such appearance is to object to the notice or meeting.Should a Board Member make an appearance for the purpose of objecting to the notice or the meeting, that person’s presence shall not be counted toward a quorum.
The Board may authorize appearance and vote by proxy and shall set specific rules for such by resolution.A resolution to authorize appearance and vote by proxy shall require an affirmative vote of three-fourths of the then current Directors. The rules for allowing proxy vote, shall at a minimum, limit the proxy only to a “yes” or “no” vote on a single specific issue.Any proxy received, must be voted as it designates and only as it designates.No proxy received shall be voted if the single specific issue has changed in any way from the original notice.A proxy shall only be voted once.
These bylaws may be altered, amended, repealed or restated by an affirmative vote of two thirds of the members of the Board at any regular Board meeting or special Board meeting called for that specific purpose.
Section 2:Last Revision Date
These bylaws were last restated and adopted by the Board on ___________, 2011.
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