BY LAWS OF PINE GROVE COMMUNITY HOUSE, INC.

A NOT-FOR-PROFIT 501(C)(4) CORPORATION


ARTICLE I:  ORGANIZATION

The name of the organization shall be “Pine Grove Community House”

ARTICLE II:  PURPOSE

The following are the purposes for which the organization operates:

A.              Support of activities promoting the social welfare and common good of Manzanita and the surrounding communities

B.               Activities or promotion of activities which stimulate interest in educational, social, historical, economic and governmental affairs of the community

C.               To engage in any lawful activity permitted in a section 501 (c) (4) organization and for which corporations may be organized pursuant to Chapter 65 of the Oregon Revised Statutes.

 

ARTICLE III: MEMBERSHIP

A.     Any person may become a member on payment of dues for the current calendar year, except that such dues for the current year shall be waived for a person joining the club in the fourth quarter of a calendar year.

B.     Annual membership dues shall be based on a calendar year.  A member whose dues are unpaid for the previous calendar year shall be ineligible to serve as an officer or member of the Board of Directors in the current year, and shall be removed from the membership list..

C.      The amount of annual membership dues shall be fixed and changed from time to time, by vote of the membership, upon recommendation of the Board of directors.

ARTICLE IV:   MEETINGS

A.     The annual membership meeting of the Pine Grove Community House shall be held on the third Tuesday of November each year.  If, for any reason, the meeting cannot be held on that date, the Board of Directors shall fix the date, but it shall not be more than one month from the date fixed by these by-laws.  At the annual meeting, the President and any other officer the Board of Directors or the President may designate, shall report on the activities and financial condition of the corporation and shall elect directors in accordance with Article VI C.  [ORS 65.201(4)]

  1. Membership meetings shall be held monthly, ten times each year, on the third Tuesday of each month, with the exception of July and August, at the Pine Grove Community House.
  1. Special Meetings of the membership shall be held on the call of the President or on the call of 5% of the membership who shall submit a written demand for the meeting to the Secretary describing the purpose for such meeting. The Secretary of the Board of Directors shall give notice of a special meeting to members in a fair and reasonable manner and shall describe the date, time, place and purpose of the meeting.  [ORS 65.204, 65.214] No other business shall be acted upon at such a meeting without the unanimous consent of all present at such meeting.  The presence of not less than one fourth of the members shall constitute a quorum and shall be necessary to conduct the business of the Pine Grove Community House. 

ARTICLE V:  VOTING

  1. The presence of not less than one fourth of the members shall constitute a quorum and shall be necessary to conduct the business of the Pine Grove Community House. If a quorum is present, the affirmative vote of the majority of votes represented and voting is an act of the membership.   [ORS 65.244]. At all meetings, all votes shall be by voice with a raise of hands if votes need to be counted.
  1. At the request of five or more members, voting may be by ballot, in a manner that will not indicate who cast such ballot. Three independent individuals appointed by the President prior to the vote shall count ballots.
  1.  Alternatively, if circumstances preclude an in-person meeting of the membership, voting may be offered via electronic (i.e., email) ballot. An email ballot will be sent to the membership with a deadline of at least 48 hours before the votes are counted. On the “Vote by” date, the president or other officer of the Board will count all votes that have been cast.  If a quorum of votes is returned, a majority vote will prevail.

ARTICLE VI:   BOARD OF DIRECTORS

  1. DUTIES:  The affairs of the Pine Grove Community House shall be managed by the Board of Directors. The Directors shall be responsible for management and maintenance of the building. Officers and Directors of the Pine Grove Community House will act in conformance with established policies as agreed upon by the board of directors
  1. NUMBER: The number of Directors may vary between a minimum of five (5) and a maximum of thirteen (13).  This number shall include the officers of the Organization, as described in Article VII, and shall also include ex-officio members who have voting privileges.
  1. TERMS AND ELECTION:  Directors shall be elected by the members by majority vote at the annual membership meeting of the Pine Grove Community House. The Nominating Committee shall present a slate of eligible candidates for election to the Board of Directors, and the President shall allow for nominations from the membership. Directors shall be elected for a term of three years, with one third of the directors elected each year, on a staggered basis. Directors shall be installed and take office at the January meeting following the November annual meeting.  Each director may serve no more than two consecutive three-year terms without at least one year’s absence from the Board.  A director thus absent from a board position may serve without restriction on an appointed committee.
  1. EX-OFFICIO MEMBERS:
  • 1.      The President of the Women’s Club of Manzanita -North County, or her designee, shall serve as a director with full voting privileges.  Her term of office as a Director will be governed by her position as elected by the membership of the Women’s Club of Manzanita -North County.
    1. Ex-officio members are not subject to the term limits described in section VI, C, above.
  1. VACANCIES AND REMOVAL:  A director may resign at any time by delivering written notice to the Board of Directors, the President or Secretary.  A resignation is effective when the notice is delivered unless the notice specifies a later effective date.  The members may remove a Director with or without cause by a majority vote of the membership at a meeting called for such purpose with notice as provided in Art. IV, Sec. C. {ORS 65.324}. All vacancies created by written resignation, death or removal may be filled by majority vote of the remaining Directors at any meeting, upon recommendation of the Nominating Committee.  A Director thus elected to fill any vacancy shall hold office for the unexpired term of the predecessor, and will be eligible to serve two complete three-year terms upon subsequent election.

 

  1. MEETINGS:
    1. The Board of Directors of the Pine Grove Community House shall meet monthly at a time decided upon by the Directors, generally one week prior to each of the ten monthly meetings of the Membership, and during July and August, as deemed necessary by the President and Directors.
    1. A majority of the number of Directors then serving on the Board of Directors shall constitute a quorum. The act of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors except in the following situations where the law requires a majority vote of all Directors in office:  (1) in the event the Board amends the Articles of Incorporation, or (2) establishes committees with board functions as provided under ORS 65.354or (3) sells assets not in the course of business, merges, or dissolves.
    1. Special meetings of the Board of Directors may be called by the President or any three Directors.  Notice of special meetings, describing the date, time, place and purpose of the meeting shall be delivered to each Director either personally, by telephone, by Email or by mail, not less than two days prior to the special meeting.
    2. Any regular or special meeting of the Board of Directors may be held by telephone or telecommunication in which all Directors participating can hear each other, or in the case of electronic communication, be aware of each other by means of group communication.
    1. Voting at meetings of the Board of Directors shall follow the same format as at membership meetings, as set forth in Article V, sections A and B.
  1. COMPENSATION:  The members of the Board of Directors of the Pine Grove Community House shall serve without compensation, provided, however, that the Directors may be reimbursed for actual expenses incurred in the course of acting as a Director if approved by the Board of Directors.
  1. ACTION BY CONSENT:  Any action required by law or by these by-laws to be taken at a meeting of the Board of Directors, or any action that may be taken at a Board of Directors meeting, may be taken without a meeting if a consent in writing, including electronic mail which can be seen by all directors, setting forth the action to be taken or so taken, shall be signed agreed upon by all the Board members present.

ARTICLE VII:   OFFICERS

  1. Officers of the Pine Grove Community House shall be President, Vice President, Secretary and Treasurer. The nominating committee shall make a slate of candidates available to the members a week in advance of the annual meeting.
  1. The Board of Directors, at its first meeting following the annual meeting of the Membership, shall elect the officers, upon presentation of a slate prepared by the nominating committee. The President shall allow for nominations from the floor. All officers elected must be members of the board of Directors.  Ex-officio board members shall be ineligible to serve as officers while serving in their ex-officio positions.  Officers shall take office at the first meeting of the Board of Directors in January following the annual meeting of the Membership.
  1. The President, Vice President, Secretary and Treasurer shall be elected for one year, and may be reelected to office within their terms as Directors, as set forth in Article VI, section C.
  1. A vacancy of the office of President, Vice President, Secretary or Treasurer shall be filled by the Board, based upon the recommendation of the Nominating Committee, no later than the first regular meeting of the Board of Directors following the vacancy.  An officer filing a vacancy shall hold office for the unexpired term of the predecessor. An officer may resign at any time by delivering notice in the manner described for a director in Article VI. Sec. E.  An officer may be removed with or without cause by a vote of the majority of the directors.
  1. The Board of Directors may elect or appoint such other officers, assistant officers, agents and other employees as it shall deem necessary or desirable. They shall hold their offices for such terms and shall have such authority and perform such duties as shall be determined by the board of directors.
  1. Duties of Officers
    1. The President shall be the chief executive officer of the Pine Grove Community House and shall act as Chair of the Board of Directors. The president shall set the agenda for and convene the monthly meetings of the Board of Directors as well as the monthly meeting of the membership. The Board President shall have the authority to appoint chairs of standing committees from the membership of the Board of Directors as described in Article VIII, except as otherwise defined by these by-laws. The President shall have such other duties as may be prescribed by the board of directors. The president may serve on every committee, except for the Nominating committee.
    1. The Vice President shall chair the Program Committee, and shall arrange for program presentations at the monthly Membership meeting, together with press and media publicity about the program.  The Vice President shall serve on the Membership committee. The Vice President shall perform the duties and exercise powers of the President at such time as the President is unable to act, and such other duties as the Board of Directors shall prescribe.
    1. The Secretary shall perform, or cause to be performed, the following duties:

a.      Official recording of the minutes of all proceedings of the Board of Directors meetings and actions

b.      Official recording of the minutes of the general membership meetings and actions

c.      Provision for notice for all meetings of the Board of Directors and for notice for special meetings of the membership

d.      Authentication of the records of the Pine Grove Community House

e.      Make available approved board minutes to the general membership

f.       Any other duties as may be prescribed by the Board of Directors

    1. The Treasurer shall have overall responsibility for all corporate assets and funds. The Treasurer shall chair the Finance Committee, as described in Article VIII. In addition, the Treasurer shall perform, or cause to be performed, the following duties:

a.      Keeping full and accurate accounts of all financial records of the corporation

b.      The deposit of all monies and other valuable effects in the name and to the credit of the Pine Grove Community House in such depositories as may be designated by the Board of Directors,

c.      The disbursement of all funds when proper to do so,

d.      Making financial reports as to the financial condition of the Pine Grove Community House to the Board of Directors, and

e.      Any other duties as prescribed by the Board of Directors.

ARTICLE VIII   COMMITTEES

  1. The Executive Committee shall include all of the officers of the Pine Grove Community House, and may include other Directors as the Board may appoint.
    1. The Executive Committee shall have such powers and shall perform such duties as may be delegated and assigned to the Executive Committee from time to time.
    2. All actions taken by the Executive Committee shall be by majority of those serving on the Committee if taken at a meeting or by unanimous written approval if taken without meeting.  Action by the Executive Committee shall be reported to the Board of Directors, and shall be subject to revision or approval by the Board of Directors.
    3. Meetings of the Executive Committee shall be called from time to time, at the request of any member thereof.  Vacancies in the membership of the Executive Committee shall be filled by the President.

A.    Standing Committees: 

    1. Finance Committee: The Finance Committee shall be responsible for preparing and overseeing the annual budget of the Pine Grove Community House. The Finance Committee shall be responsible for presenting to the Board of Directors the results of the annual financial review and/or audit, and for executing those recommendations in the financial review and/or audit that are approved by the Board of Directors. The Finance Committee shall be chaired by the Treasurer of the Pine Grove Community House, and shall include such other Directors as the President may appoint.

e.      Nominating Committee:  The Nominating Committee shall present a slate of nominees to the Board of Directors and the general membership, to be voted on at the annual meeting of the Membership in November of each year. The Nominating Committee shall present a separate slate of Nominees for officers to the Board of Directors to be voted on at the first meeting of the Board of Directors following the annual membership meeting.  Directors and officers thus elected shall take office in January following the November annual meeting.  The nominating Committee shall, from time to time nominate individuals to fill vacancies as they occur on the Board of Directors or Officers. The Nominating Committee shall orient new Directors to the work of the Pine Grove Community House and to their duties as Directors.    The Nominating Committee shall be comprised of three Directors and two individuals from the general membership. Every effort shall be made to stagger terms so that one third of the Board membership will retire in each year.

    1. Other Committees: The President, on advice from the Board of Directors, may establish such other committees as it deems necessary and desirable.  Such committees shall be advisory committees and shall report to the Board of Directors.

Committee chairs shall be responsible for developing an annual checklist of procedures to be followed by its members for presentation and approval by the Board of Directors.  All matters transacted by a committee in the name of the Pine Grove Community House shall be submitted and ratified by the Board of Directors at its next regular meeting or special meeting.  Membership on any committee shall include at least two (2) members of the Board of Directors. Each committee shall be chaired by a board member, and shall include no less than two individuals from the general membership.

ARTICLE IX  INDEMNITY

The Pine Grove Community House shall indemnify its officers and Directors to the fullest extent allowed by Oregon Law.    The personal liability of each member of the Board of Directors, each Officer and each Member, for monetary or other damages, for conduct as a Director, Officer or Member shall be eliminated to the fullest extent permitted by current or future law. 

ARTICLE X   AMENDMENTS

These by-laws may be amended, in whole or in part, by the affirmative vote of the majority of the members present at any regular meeting of the membership, or special meeting called for that purpose, provided that notice of the meeting shall state that one of the purposes of the meeting is to consider the amendment(s), and such proposed amendment(s) be made available at least five days prior to the meeting.

ARTICLE XI  DISSOLUTION

In the event of liquidation, dissolution or termination of the Pine Grove Community House for any reason, following a vote by a two-thirds majority of the entire membership to ratify that event, the remaining assets and other property of the corporation, if any, shall be used for the benefit of, or be distributed to, any nonprofit organization which, in the opinion of those Directors then presiding, most closely adheres to the Pine Grove Community House’s stated mission.

·        Original by-laws adopted on March 16, 1993

·        Adopted and amended on November 15th, 2005, by vote of Pine Grove Membership

·        Adopted as amended by vote of the Pine Grove membership on May 16th, 2017.

·        Adopted as amended by vote of the Pine Grove membership on Dec. 19th, 2021.


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