Pine Grove Community House By Laws approved May 16, 2017
BY LAWS OF PINE GROVE COMMUNITY HOUSE, INC.
A NOT-FOR-PROFIT 501(C)(4) CORPORATION
ARTICLE I ORGANIZATION
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.
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)]
ARTICLE VI BOARD OF DIRECTORS
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
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.
2. 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.
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 Pine Grove Community House Membership
Adopted as amended by vote of the Pine Grove membership on May 16th, 2017.
Charles Winkelman Joanne Burke