BYLAWS OF SWTRAILS PDX (SWTrails)
ARTICLE I: PURPOSE
This corporation shall be organized and operated exclusively for charitable, scientific, literary, and educational purposes. Subject to the limitations stated in the Articles of Incorporation, the purposes of this corporation shall be to engage in any lawful activities, none of which are for profit, for which corporations may be organized under Chapter 65 of the Oregon Revised Statutes (or its corresponding future provisions) and Section 501(c) (3) of the Internal Revenue Code (or its corresponding future provisions).
Without limiting the activities in which the corporation may be legally engaged, the corporation’s primary purpose shall be as a non-profit educational and public service organization providing events and opportunities for residents of the southwest area of Portland, Oregon (also referred to as the City) and neighboring vicinities, to promote and be involved in the construction, maintenance, and enjoyment of pedestrian and bicycle routes. More specifically, SWTrails will participate in planning and constructing a network of urban bicycle, pedestrian and accessible trails throughout southwest Portland and neighboring vicinities, negotiating with property owners and government agencies for easements as necessary. Additionally, SWTrails will: (a) promote changes to laws and/or regulations that streamline and ease permitting requirements for trails; (b) represent the views of concerned residents to the City’s programs like Safe Routes to Schools, etc., and recommend actions and positions, as appropriate, to the respective neighborhoods, neighborhood boards, and various city, county, metro, state, and other governmental agencies.
No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on: (a) by any organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code; or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code or corresponding section of any future federal tax code.
ARTICLE II: MEMBERS
This Corporation shall be a Membership Corporation.
2.1 Classes and Voting. There shall be one class of Members of this corporation. Each Member shall be entitled to one vote on all matters for which a Membership Vote is permitted by law, the Articles of Incorporation, or the Bylaws of this corporation.
2.2 Qualifications. Membership shall be open to any individual who subscribes to the purposes of SWTrails by (a) completing a consent of Membership Form; or (b) making a donation.
2.3 Termination of Membership. Membership may be terminated by a majority vote of other Members at a meeting called for such purpose after giving the Member subject to termination at least 15 days’ notice by one or more of the following with an acknowledged receipt: email, text messaging, first class mail, certified mail, and personally delivered letter, of the termination and the reasons for the termination.
2.3.1 The Member will have the opportunity to be heard by the other Members in an acceptable venue as defined in 3.7.5 not less than five days before the effective date of the termination. The decision of the Members shall be final and shall not be reviewable by any court.
2.4 Affirmation of Membership. Each two calendar years, unless otherwise determined by the Board, Members from previous years will be requested to affirm their membership status by completing a Consent of Membership or by making a donation.
2.5 Annual Meeting. The annual meeting of the Members shall be held in the first quarter of each calendar year on a date as established by the Board.
2.5.1 Action to be taken at the Annual Meeting. The Membership shall take the following actions at the annual meeting: (a) Election of Board Members for upcoming terms; (b) ratifying the budget for the following year; (c) election of officers; and (d) any other action that may properly be called before the Membership and not reserved for the Board.
2.5.1.1 Any Member as defined in 2.2 who has attended at least two Board Meetings in the last year is eligible to bring forward an Action.
2.5.2 Nomination to be a Board Member. To be nominated for a Board position a Member must meet the qualifications as defined in 2.5.1.1.
2.5.3 Notice of Annual Meeting. Notice of all Membership Meetings shall be given to each Member by at least one of the last and best-known methods of contact such as email, text message, social media, first class mail, or by other means, at least 7 days before the meeting. The notice shall include: (a) the date, time, and venue as defined in section 3.7.5; and (b) the purposes of the meeting.
2.5.4 Quorum and Voting. Those votes represented at a meeting of Members shall constitute a quorum. A majority vote of the Members voting is the act of the Members, unless these bylaws or the law provide differently.
2.5.5 Proxy Voting. There shall be no voting by proxy.
ARTICLE III: BOARD MEMBERS
3.1 General Powers. All corporate powers not expressly reserved for the Members shall be exercised by, and all business of SWTrails shall be managed by, or under the direction and authority of, the Board Members. The Board Members shall adopt such policies and procedures from time to time to conduct business as the Board deems appropriate or necessary.
3.2 Any qualified Member as defined in 2.2 may serve as a Board Member.
3.3 Number. The number of Board Members shall be established by a majority vote of sitting Board Members from a minimum of three to a maximum of fifteen, provided that a decrease in the number of Board Members shall not have the effect of reducing the term of a current sitting Board Member.
3.4 Term.
3.4.1 Initial Terms of Newly Created Board Member Positions. To maintain balanced staggered terms, the Board, at its discretion, may create initial terms of one or two years. The secretary shall maintain a list of Board Members and associated terms.
3.4.2 Subsequent Terms. The term of office for Board Members other than as set forth in Article 3.4.1 shall be two years. A Board Member may be reelected without limitation on the number of terms she or he may serve.
3.5 Election. The Board shall be elected by a majority vote of the Members attending the annual meeting.
3.6 Removal. Any Board Member may be removed, with or without cause, at a meeting called by the Board Member for that purpose, by a vote of a majority of the Members entitled to vote at an election of Board Members.
3.6.1 Any Board Member who falsifies their nomination requirement as defined in 2.5.1.1 shall be removed by a majority vote of the other sitting Board Members.
3.7 Out of Cycle Vacancies. Vacancies on the Board may be filled for the remainder of the term by a majority vote of the Board Members.
3.8 Quorum and Action.
3.8.1 Standard Actions. A quorum at a Board Meeting is met by a majority of the elected Board Members present before the meeting begins. Unless a different voting standard is required pursuant to Articles 3.8.2 or 3.8.3 below, action shall be taken by a majority vote of Board Members present at any meeting with a quorum.
3.8.2 Majority Actions. Where the law requires a majority vote of Board Members in office to establish committees that exercise Board functions, to amend the Articles of Incorporation, to sell assets not in the regular course of business, to merge, to dissolve, or for other such matters, action must be taken by a majority of the total Board as required by law.
3.8.3 Actions by Super Majority. Where required by these Bylaws or the Articles of Incorporation, action shall be taken by the vote of at least 3 quarters of the total Board.
3.8.4 Regular and Special Meetings. Regular and Special meetings of the Board shall be held at the time and venue defined in 3.8.5 to be determined by the Board Members.
3.8.4.1 Notice of such meetings describing the date, time, and venue defined in 3.8.5, and purpose of the meeting shall be delivered to each Board Member by email, text message, phone call, in person, or by regular mail, not less than five days prior to the meeting.
3.8.4.2 Accompanying documents of such meetings shall be delivered to each Board Member by the methods described in 3.8.4.1 not less than two days prior to the meeting.
3.8.4.3 Board Meetings shall be open to all Members.
3.8.5 Meeting Venue. Any Regular or Special Meetings of the Board may be conducted using any combination of communication by which all Board Members participating in the meeting may hear, see and/or interact with each other during the meeting. This could include, but not be limited to, a physical location meeting room, a video chat room, a text messaging system, a collaboration platform, a phone conference call, or an online polling system.
3.8.6 Action by Consent. Action required or permitted to be taken at a Board Meeting may be taken without a meeting if the action is taken by email, text messaging, a collaboration platform, an online polling application or in writing by all Members of the Board.
3.8.6.1 The action must be evidenced by one or more written consents describing the action taken, signed by each Board Member, and included in the minutes or filed with the corporate records reflecting the action taken.
3.8.6.2 Action taken under this section is effective when the last Board Member signs the consent unless the consent specifies an earlier or later effective date.
3.8.6.3 A consent signed under this section has the effect of a meeting vote and shall be described as a meeting vote in any document.
3.9 No Salary. Board Members shall not receive salaries for their Board services but may be reimbursed for expenses related to Board service.
ARTICLE IV: COMMITTEES
4.1 Executive Committee. The Board may elect an Executive Committee. The Executive Committee shall have the authority to make ongoing decisions between Board meetings and, as delegated by the Board, shall have the authority to make financial and budgetary decisions.
4.2 Audit Committee. The Board shall annually appoint an Audit Committee with at least two Members and/or Board Members by March 1. The Treasurer shall work with but not be a member of the Audit Committee. The Audit Committee shall complete an audit of the prior calendar year by April 15. The Audit Committee shall report to the Board at the April Board meeting. With Board approval the Audit Committee can extend the audit completion by up to three months.
4.3 Other Committees. With the approval of The Board, the Board President may establish such other committees as is deemed necessary and desirable. Such committees shall exercise the authority of the Board when so authorized or may be advisory only.
4.4 Composition of Committees Exercising Board Authority. Any committee that exercises any authority of the Board shall be composed of two or more Board Members and shall be elected by the Board by a majority vote, and shall have such authority as defined in 4.3.
4.5 Limitations on the Powers of Committees. No Committee shall: (a) authorize payment of a dividend or any part of the assets of the corporation to its Board Members or Officers; (b) approve dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation’s assets; (c) elect, appoint, or remove Board Members or fill vacancies on the Board or on any of its committees; (d) adopt, amend, or repeal the Articles, bylaws, or any resolution by the Board Members.
ARTICLE V: OFFICERS
5.1 Titles. The officers of this corporation shall be the President, Vice President, Treasurer, Secretary, and such other officers as the Board shall deem necessary and desirable.
5.2 Election. The Board shall propose a slate of Officers for ratification by Members at the annual Meeting.
5.3. Term. Officers shall serve for one-year terms. An Officer may be reelected without limitation on the number of terms the Officer may serve.
5.4 Qualification. Any Board Member may serve as an Officer; an Officer must be a Board Member.
5.5 Vacancy. A vacancy of an office may be filled by appointment by the Board for the remaining term of the vacancy.
5.6 Removal. Any Officer shall be removed, with or without cause, by a super majority vote of the Board Members, as defined in section 3.7.3.
5.7 President. The President shall be the chief officer of the corporation.
5.8 Vice President. The Vice President assumes the powers and duties of the office of President in the event of the President’s absence, incapacity, or resignation, and any other duties as may be prescribed by the Board.
5.9 Secretary. Except for financial records, The Secretary shall have overall responsibility for all recordkeeping and shall perform, or cause to be performed, the following duties:
(a) Keep official records of the minutes of all proceedings of the Board and Members’ Meetings and of Board Actions.
(b) Ensure the provision of notice of for all meetings of the Board and Members’ Meetings.
(c) Authenticate the records of the corporation.
(d) Ensure that membership lists are maintained and accurate.
(e) Any other duties as may be prescribed by the Board.
(f) Ensure all correspondence is maintained on a Board authorized system for document storage, interaction, and backup.
(g) The secretary shall maintain a list of Board Members and associated terms.
5.10 Treasurer. The Treasurer shall have overall responsibility to:
(a) Keep full and accurate accounts of all financial records of the Corporation.
(b) Deposit money and other valuable effects in the name and to the credit of the Corporation in such depositories as shall be designated by the Board.
(c) Disburse funds when proper to do so.
(d) Prepare, or cause to be prepared, checks or requests for transfer of funds with supporting payment documents (i.e., receipts, vouchers, invoices, fiscal disbursement forms and reimbursement documents) for all financial transactions for SWTrails.
(e) Ensure all financial records are secure and protected from modification by persons not designated by the Treasurer/Auditing Committee.
(f) Certify that a backup process for financial records is in place and functioning.
(g) Convene Board-appointed audit committee by April 15 of each year to audit all SWTrails funds, processes, and filings by May 15, and report to the SWTrails board.
(h) Make financial reports that accurately reflect the financial condition of the Corporation to the Board. and
(i) Perform any other duties as may be prescribed by the Board.
ARTICLE VI: AMENDMENTS TO BYLAWS
The Board shall amend, repeal, or adopt new additions to these Bylaws by a supermajority vote, subject to ratification by the Members at the Annual Meeting. No vote to amend, repeal or adopt new Bylaws shall be taken unless each Board Member is given at least five days’ notice prior to the adoption of the amendment. Notice shall:
(a) Include the date, time, and venue defined in 3.7.5 of the Meeting at which the proposed amendment is to be considered.
(b) State that one of the purposes of the meeting is to consider a proposed amendment to the Bylaws.
(c) Contain a copy of the proposed amendment.
6.1 The Members must vote to amend or repeal these Bylaws, or to adopt new ones, by a majority vote of the Members present and voting.
6.2 Prior to the adoption of the amendment, each Member shall be given notice of the meeting required by these Bylaws.
6.2.1 The notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the Bylaws and shall contain a copy of the proposed amendment.
6.3 A Member may initiate a proposal to amend the bylaws by submitting a proposed amendment to the Board at least 30 days prior to the next Annual Meeting and requesting that such proposed amendment be noticed and placed for vote at the next Annual Meeting.
ARTICLE VII: PROCEDURE
7.1 Robert’s Rules of Order. The rules of the parliamentary procedure governing SWTrails shall be those of the latest version of Robert’s Rules of Order.
ARTICLE VIII: DISSOLUTION
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for the public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for the purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
DATE ADOPTED: February 24, 2023
SIGNATURE BY CORPORATE OFFICER:
Deborah Small (electronic signature
Deborah Small, President