By-laws of the Portland Storytellers' Guild
(a non-profit corporartion)
Article I – Purposes
The purposes for which the corporation is organized, none of which is for profit, are to promote the arts of the spoken word and to enhance the status of their practitioners.
Article II – Location
The principal location and place of business of the corporation shall be Portland, Oregon. Other locations for the transaction of business may be located at such places as the board of directors may determine from time to time by resolution.
Article III – Members
Section 1. Membership Requirements. New members may be accepted into the organization under any of the following methods.
A. By invitation (Charter member); Charter membership by invitation shall be limited to persons on the organization’s mailing list who indicated in writing by June 30, 1999 that they wanted to be members.
B. By application: Membership by application shall be open to anyone interested in promoting, preserving and advancing the art of the spoken word and the tradition of storytelling.
Section 2. Dues. Continued membership in good standing shall be dependent upon timely payment of dues. The amount of dues for each year shall be determined by the general membership.
Section 3. Attendance at Meetings. Members are encouraged but not required to attend regular meetings and guild performances.
Section 4. Revocation of Membership. Membership may be revoked on the grounds of fraud, plagiarism, or other unprofessional behavior. Upon receipt of a written complaint signed by at least three (3) members, the board of directors shall determine whether the complaint is of sufficient seriousness to be presented to the general membership as grounds for expulsion.
If the board of directors determines that the complaint constitutes grounds for possible expulsion:
a. All members shall be informed of the complaint in the following month’s notice of meeting/newsletter,
b. The notice of meeting/newsletter shall contain a ballot for the purpose of voting for or against expulsion.
c. The complaining members and the member facing expulsion shall be accorded the opportunity to debate the issue of expulsion. Space for written comments shall be made available in the notice of meeting/newsletter announcing the complaint. All parties in the dispute shall be given sufficient time at the next regular membership meeting to present their respective position on the issue of expulsion.
d. Members shall vote on the possible expulsion in the month following the debate at the regular membership meeting. Ballots shall be submitted by mail or email to the secretary of the corporation on or before a stated deadline.
e. A simple majority of the ballots received shall determine whether the member facing expulsion is to be removed from the membership rolls.
Article IV – Elections and Meetings
Section 1. Annual Elections. Nominations for open positions on the board shall be solicited each year 60 – 120 days before the regular membership meeting whose date will be chosen by the board of directors. All members shall be notified of the nominees by mail or email a minimum of three (3) weeks before the regular membership meeting. Members will be given a minimum of two (2) weeks for return of ballots by mail or email to the secretary of the corporation on or before a stated deadline for receipt. Write-in ballots will be accepted; every attempt will be made to maintain secrecy of ballots no matter what method of collecting ballots is utilized.
Section 2. Voting. Every member on the membership rolls of the corporation at the time an election is called shall have the right to one vote on any issue, including elections for membership on the board of directors. Votes shall not be cast by proxy.
Section 3. Special Elections. The board of directors shall manage the regular business and affairs of the corporation. Special elections to resolve intractable issues pertaining to the bylaws, business or affairs of the corporation may be called by the membership or the board of directors. In the event of a special election:
A. The issue or issues shall be presented to the membership at a membership meeting.
B. The issue or issues shall be discussed in the following month’s notice of meeting/newsletter to assure that all regular members have received information sufficient to explain the issue or issues and the reason(s) the issue or issues require resolution by the full membership of the corporation.
C. Ballots pertaining to the issue or issues shall be distributed in the notice of meeting/newsletter or by email.
D. Members will be given a minimum of two (2) weeks for return of ballots by mail or by email to the secretary of the corporation on or before a stated deadline for receipt. The issue shall be resolved by the majority vote of the ballots received and shall be announced in the next month’s notice of meeting / newsletter.
Section 4. Notice of Meetings. Meetings of the regular membership shall be announced in the notice of meeting/newsletter or by email a minimum of three (3) weeks before the meeting. The place, day and hour of the meeting shall be specified, and information pertaining to activities planned for the meeting shall be presented.
Article V – Directors
Section 1. General Powers. The business and affairs of the corporation shall be managed by its board of directors, and corporate powers shall be exercised by the board of directors, except as otherwise expressly required by these bylaws, or by Oregon law.
Section 2. Number. The board of directors shall be composed of a minimum of five (5) and a maximum of nine (9) members.
Section 3. Selection and Term. Members of the board shall be solicited for nomination from the membership. Directors shall serve three years. Directors whose terms expire or otherwise leave the Board shall be eligible for re-nomination and re-election.
Section 4. Alternates. Following the annual election, those persons nominated but not elected to the board of directors by the membership shall be requested to act as alternate members of the board. Alternates may attend meetings of the board and participate in board discussions but are not eligible to vote on matters of corporate business.
Section 5. Meetings. The board of directors shall meet as needed, from time to time at a time and place determined by the directors.
Section 6. Quorum. At any meeting of the board of directors, the business affairs of the corporation shall not be conducted unless a quorum is present in person. Attendance at a meeting of the board of directors of more than fifty (50) percent of the directors shall constitute a quorum.
Section 7. Manner of Action. 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 of directors, except where otherwise provided by law or by these bylaws.
Section 8. Action Without a Meeting. Any action which is required to be taken, or which may be taken, at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors; such consent may be by mail, email or in-person. Such consent shall have the same force and effect as a unanimous vote.
Section 9. Removal. Any director may be removed by the board of directors whenever, in its judgment, the best interest of the corporation would be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 10. Resignations. Any member of the board of directors may resign at any time by giving written notice to the board of directors, the president, or the secretary. Any such resignation shall take effect at the date of receipt of such notice, or at any later time therein specified,. Unless otherwise specified, the acceptance of the resignation by the board is not needed to make the resignation effective.
Section 11. Vacancies. A vacancy in the board of directors because of death, resignation, removal, disqualification or otherwise, may be filled from among the general membership by a vote of the board of directors at its discretion. Preference will be given to the alternates from the most recent election; based upon the membership’s vote — i.e., the first alternate shall be the person receiving the highest number of votes but not elected; the second alternate shall be the person receiving the second highest number of votes but not elected; and so forth. Any member elected to fill a vacancy shall serve the unexpired portion of the term.
Section 12. Compensation and Indemnification. Directors shall not receive salaries for their services as Directors. This does not prevent Directors from serving the corporation in any other capacity and receiving compensation for that service. Each director of the corporation, now or hereafter serving, may be indemnified by the corporation for such amount as shall be determined by resolution of two-thirds (2/3) of the other directors in office, against any and all claims and liabilities to which he or she has or becomes subject by reason of serving or having served as a director if such director acted in good faith and in a manner he or she reasonably believed to be not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Section 13. Committees. The board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each of which shall consist of one or more members. Such committees, to the extent provided in said resolution, and not prohibited herein, may have and exercise the authority of the board of directors in the management of the corporation. However, no such committee shall have the authority of the board of directors in reference to amending, altering or repealing the bylaws; electing, appointing or removing any member of any such committee or any director or officer of the corporation; amending the articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceeding therefore; adopting a plan for the disposition of the assets of the corporation; or amending, altering, or repealing any resolution of the board of directors which by its terms provides that it shall not be amended, altered or repealed by such committee. Other committees, not having and exercising the authority of the board of directors in the management of the corporation, may be designated and appointed by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present.
Article VI – Officers
Section 1. Officers. All officers of the corporation shall be directors. The officers of the corporation shall be a president, vice president, treasurer, secretary and such other officers as may be elected in accordance with the provision of this article. The board of directors may elect or appoint such other officers, including assistant secretary or assistant treasurer, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the board of directors.
Section 2. Election and Terms of Office. Officers shall be elected by the members of the board following the annual election of board members. Term of office shall be one year. Any board member shall be eligible for nomination and election to any office. Any officer shall be eligible for reelection.
Section 3. Removal. Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interest of the corporation would be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 4. Resignations. Any officer may resign at any time by giving written notice to the board of directors, the president, or the secretary. Any such resignation shall take effect at the date of receipt of such notice, or at any later time therein specified. Unless otherwise specified, the acceptance of the resignation by the board is not needed to make the resignation effective Resignation as an officer does not constitute resignation as a member of the board of directors unless specified in the notice.
Section 5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by a vote of the board of directors at its discretion. Any officer elected to fill a vacancy shall serve the unexpired portion of the term of office.
Section 6. President. The president shall be the principal executive officer of the corporation and shall in general implement and supervise all of the business and affairs of the corporation, subject, however, to the control of the board of directors and of any duly authorized committee of directors. In addition, the president shall perform such other duties as may be prescribed by the board of directors from time to time.
Section 7. Vice President. The vice president, in the absence of the president, or in the event of his or her inability or refusal to act, shall perform the duties of the president, and when so acting shall have all the powers and be subject to all the restrictions upon the president. In addition, the vice president shall perform such other duties as may be prescribed from time to time by the board of directors.
Section 8. Treasurer. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of duties in such sum and with such surety or sureties as the board of directors shall determine. The treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for money due and payable to the corporation from any source whatsoever, and deposit all such money in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with Article VII of these bylaws; and in general perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned by the president or by the board of directors.
The treasurer shall maintain a record of all gifts, grants, contributions, gross receipts from admissions, sales of merchandise, performance of services, or furnishing of facilities, in any activity which is not an unrelated trade or business, and the sources of the forgoing funds. The treasurer shall keep a record of all substantial contributors and disqualified persons as defined in sections 507 and 4946 of the Internal Revenue Code of 1954, as amended. The treasurer shall keep a record of all receipts from persons, or from any bureau or similar agency of a governmental unit, as defined in Section 170(c)(l) of the Internal Revenue Code of l954, as amended, to the extent such receipts exceed the greater of $5,000 or one percent (1%) of the corporation’s support in any given taxable year.
The treasurer shall keep a record on any gross investment income, as defined in Section 509(e) of the Internal Revenue Code of 1954, as amended, received by the corporation. The treasurer shall keep a record of any unrelated business taxable income, as defined by Section 512 of the Internal Revenue Code of 1954, as amended, received by the corporation. Whenever the corporation receives any contribution in excess of the greater of $5,000 or one percent (1%) of the corporation’s support in any taxable year, the treasurer shall obtain an opinion of the corporation’s counsel whether the contribution qualifies as an unusual grant as defined in Internal Revenue Service Regulation Section 1.503(l)-3.
The treasurer shall prepare a report for each regular meeting of the board of directors listing the above information and stating whether the corporation is maintaining its status as a tax-exempt, publicly-supported charity under Section 509(a)(2) of the Internal Revenue Code of 1954, as amended.
Section 9. Secretary. The secretary shall keep the minutes of the meetings of the directors and of the membership in one or more books provided for that purpose; see that all notices are duly given in accordance with these bylaws or as required by law; be custodian of the corporate records; and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the board of directors.
Article VII – Contracts, Checks, Deposits and Funds
Section 1. Contracts and Other Documents. The board of directors, expect as otherwise required by law, the articles of incorporation, or these bylaws, may authorize any officer of officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument or document in the name and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2. Checks. Draft Loans. Etc. All checks, drafts, loans or other orders for the payment of money, notes or other evidence 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 manner as shall be from time to time determined by the board of directors. In the absence of such determination, such instruments shall be signed by the treasurer.
Section 3. Deposits. All funds of the corporation shall be deposited to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may from time to time select.
Section 4. Gifts. The board of directors may accept on behalf of the corporation any contribution, gift, bequest or device for any purpose of the corporation.
Article VIII – Advisors to the Corporation
The board of directors may elect or appoint any person or persons to act in an advisory capacity with respect to the corporation.
Article IX – Books and Records
The corporation shall keep correct and complete books and records of accounts and shall also keep minutes of proceedings of its board of directors and committees having any of the authority of the board of directors, and shall keep at the registered office a record giving the names and addresses of the board of directors. The manner of keeping required books and records shall be determined by the Board of Directors and may include physical archive or electronic archives or a combination thereof. All books and records of the corporation may be inspected by any director, or his or her agent or attorney for any proper purpose at any reasonable time.
Article X – Fiscal Year
The fiscal year of the corporation shall begin on the first day of July and end on the last day of June in each year.
Article XI – Amendments
These bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority vote of the entire membership.