Oregon Bears Inc. Bylaws (Adopted December 5, 2018)

ARTICLE I DEFINITIONS

Section 1.01

Organization

The name of this organization is Oregon Bears Inc. (Hereafter referred to as “The Club”.)

Section 1.02

The Club’s Mission Statement

The mission and scope of The Club and its general membership is to organize events and activities that provide for the social enjoyment and camaraderie of its members, and to provide resources (financial and otherwise) to selected charitable organizations.

Section 1.03

The Club’s Fiscal Year

(A) The Club's fiscal year shall be from February 1st through January 31st of the following year.

(B) The annual budget preparation shall commence at least one month prior to the end of the fiscal year.

(C) The annual budget will be prepared by the Treasurer prior to the month of January If the Board does not reach an agreed upon budget by January 31st, the prior year's budget will remain in effect.

(D) The budget will at least include provisions for club expenses such as repairs for equipment, new equipment, event seed money and advertising.

Section 1.04

The Board of Directors

(A)The purpose and scope of the Board of Directors (hereinafter referred to as "The Board") is to administer and maintain the business of The Club. Each Board Member’s role requires thoughtful deliberation and decision making. Board Members are responsible for the protection of the clubs resources which consist of financial assets, physical assets, intellectual property, and the clubs reputation of inclusionary fun and charitable activities. In order to ensure the continuation of The Club, Board Members shall agree to guard the club’s resources and to conduct the club’s business in a professional and respectful manner. Board Members shall not engage in public debate about issues that affect club operations or reputation in forums outside of the Executive Session or normal Board Meeting vote discussion.

(B) Any action of The Board shall stand as valid unless challenged by a collection of signatures of 25% of members in good standing and be verified by the Membership Coordinator The Board will present the issue at the next General Membership Meeting and may be overturned by a 2/3 majority vote of the Members in Good Standing in attendance.

(C) The board may establish committees as needed for events and other business of the Club.

(D) The Committees have authority over their given revenues unless there is a need to spend money, then the issue is to go before a quorum of the full board for a vote. The committees cannot overturn a board vote or decision even if the board vote is pertaining to the area of which the committee oversees.

Section 1.05

Member in Good Standing

To be considered as having membership in The Club “In good standing”, a member must comply with the following:

(A) Membership dues are current.

(B) The member has no outstanding financial obligations owed to The Club that is over more than sixty (60) days.

(C) Adherence to the bylaws, Mission Statement, and all other rules and policies set forth by The Club.

 

Section 1.06

Executive Board Members

Executive Board Members are defined as President, Executive Secretary, Treasurer or any Board Member with the ability to draw funds from The Club’s financial accounts.

 

Section 1.07

Limitations

Subject to the limitations stated in the Articles of Incorporation, the purpose of The Club is to engage in any lawful activities, none of which are for profit, for which the Corporation is organized under Chapter 65 of the Oregon Revised Statutes (or its corresponding future provisions). The Club shall not conduct any activities not permitted by Section 501(c) of the Internal Revenue Code (or its corresponding future provisions). 

 

ARTICLE II MEMBERSHIP, ACTIVITIES, AND EVENTS

Section 2.01

Basic Terms of Membership

(A) Membership in The Club shall be open to those who are in agreement with The Club's Mission Statement and the Basic Terms of Membership. Membership shall be open to anyone regardless of sex, race, religion, political beliefs, country of origin, sexual orientation, disability, or gender identity.

(B) Applicants for Club membership must:

(I) Be at least twenty-one (21) years of age and able to provide a valid state or federal issued picture ID.

(II) Submit required dues, the amount of which is equal to one full year's membership, or as many as three (3) years at one time.

(III) Complete an application for membership each time dues are paid

(IV) A standard membership period shall be for one year and shall date from the payment of membership to one year from that date. Memberships may be paid up to three (3) years in advance. Membership cards and / or receipts shall be provided to members. Membership shall remain active as long as all dues are paid and membership rules are followed.

(C) The Board reserves the right to increase or decrease the dues at any time throughout the year. The Board will notify members within fifteen (15) days of any changes.

(D) Membership in The Club may be revoked for those members whose actions are deemed by The Board to be injurious to The Club or its members. Revocation shall require a two-thirds (2/3) vote of a quorum of The Board. Members whose memberships in the Club are revoked shall not receive a refund for dues paid in advance.

Section 2.02

Activities and Events

(A) Membership gatherings shall be held once a month for the purpose of introducing members to our digital presence, distribute membership cards, introduce upcoming events, and answer membership questions with the date and times established by The Board. Any changes to the membership gathering shall be announced 15 days in advance barring any last minute emergencies.

(B) The Membership may form Committees with the consent of the Board.

(I) All committees are required to have chairperson(s) with memberships in good standing. Newly formed committees may nominate committee chairperson(s) to the board for approval. The Board has the authority to appoint, reappoint, and replace committee chairperson(s) and members at its discretion.

(II) All committees must send a progress report to the executive secretary prior to each monthly Board meeting. Representatives are encouraged to attend Board meetings.

(III) All committees that collect funds must establish a budget consisting of projected revenues and expenses. The Board reserves the right to oversee and review any proposed budget, including the authority to reject, revise, or amend the budget.

(IV) Prior to distribution, all marketing materials associated with any recognized Club events shall be approved by the Events Coordinator and Board President, or other representatives assigned by The Board.

(V) All committee chairperson(s) are required to report to The Board within one Board meeting of an event or an activity that collects funds for admission or charity. The purpose of this report is to evaluate the success of the event and to ensure that all financial accounting is completed.

(C) Prior to the distribution of funds raised during annual events, the original start-up budget shall be restored and all reimbursements resolved, after a review of the performance of the event. If, for any reason, the event does not occur, the start-up funds may be split between the charity(ies) designated by The Board and the Club’s general fund at the discretion of the Board.

 

ARTICLE III BOARD OF DIRECTORS

Section 3.01

Composition of the Board

The membership of The Board shall consist of at least seven (7) and no more than Fifteen (15) voting members, including current titleholders.

 

Section 3.02

Board Eligibility

Any Club member in good standing, that has attended at least 3 Board meetings in the prior twelve (12) months prior to a club election may run for a position on The Board. A member who does not meet this eligibility requirement may submit to The Board a request for an exception. Acceptance or denial of such exceptions shall be determined by a Board vote.

Section 3.03

Elected Board Members Terms of Office

Board Members elected in February shall begin serving their terms during the March Board meeting.

(A) Term of office is defined as one (1) year.

(B) The term is not to exceed one (1) year without being re-elected in a general election.

(C) If more than half of The Board Members do not seek re-election, it is highly encouraged that the President and Treasurer remain available for training of new board members for a period of 3 months.  

Section 3.04

Vacancies

If a vacancy on The Board should occur due to resignation, termination, removal, disability, or death, a new Board Member may be appointed by a majority vote of the remaining Board Members. This pro-tem Board position shall last the duration of the regular Board position, and shall be declared up for re-election at the next election for that position. Eligibility for filling the vacancy shall be the same as for regular election procedures of new Board members. A minimum of fifteen (15) day notice of the vacancy shall be given to the membership.

Section 3.05

Rémunération

Board members shall receive after one completed year on the Board of Directors, one year membership, but shall not receive any other forms of benefit for their Board service; however, Board members may be reimbursed for authorized expenses.

Section 3.06

Board Members' Conflicts of Interests

(A) Board members who choose to seek an Oregon Bears title are expected to tender a resignation from The Board. The Board may choose whether or when to accept such resignation 

(B) Executive Board Officers shall not be in a domestic, romantic, or sexual relationship with each other or a title holder, due to the need to provide auditing oversight.

(C) A conflict of interest is any transaction or arrangement that might benefit the private interest of a Board Member or those with a relationship to a Board Member.

 

(D) Upon recognition of potential conflict of interest during voting on motion, a quorum of current voting members on The Board may require the person(s) to whom the conflict of interest pertains recuse themselves from the vote on that particular motion. This is done by carrying a motion to bring the vote to those present and passing with a simple majority. This must be done prior to voting on the aforementioned motion, and pertains to a single motion only. Further motions where conflicts of interest are an issue must be raised and voted on separately. Those being considered for recusal may vote on its outcome, pending board approval. Recusal should be considered necessary at the Board’s discretion.

 

Section 3.07 Removal of a Board Member

The Board, by a two-thirds (2/3) vote of those present and forming a quorum, shall have authority to terminate Board membership for the following reasons:

(A) The theft of money, merchandise, real property, or intellectual property from The Club in accordance with the definition of such intellectual property as set down in the “Administrative Rules”.

(B) Non-attendance at three Board meetings without prior notice to the Board or five excused absences during the current term.

(C) Violation of the Bylaws and policies of The Club.

(D) If a Board Member fails to fulfill their duties either by their position or failure to perform a shift without trying to get a replacement. If the failure to fulfill a shift was due to something out of their control (illness, transportation failure, work demands and the like), an allowance will be made for the failure but the motion to remove the board member may go forth after the third occurrence.

Section 3.08

Selection of Board Officers

The Board members at the first Board meeting following the election shall appoint officers by majority vote of the new Board. The officers of The Board shall be President, Treasurer, Executive Secretary, Events Coordinator, Membership Coordinator,  Public Relations Coordinator, and Assets and Archives Coordinator. The Board may create additional officers as it deems necessary. Except as provided in Article III, Section 3.04, all Board Members shall be elected onto The Board by a majority vote cast by all Club Members in Good Standing. Voting is by a method approved by the Board to be completed by the Annual Board meeting. The poll will remain open for no less than 15 days and will be instituted at the next board meeting with quorum.

Section 3.09

Board Officer Responsibilities

(A) President

(I) The President shall preside at Board meetings as facilitator and represent The Club in an official capacity at any public events at which The Club is present. The President shall serve as the executive officer of The Board. The President shall communicate with the various club committees and groups and assist with the coordination of their activities. The President shall not vote on matters before The Club except to break a tie; voting in this regard will be at the President's discretion. The president shall not be the sole chair of any committee, but may serve as a member or co-chair of any committee. The President will also validate the Treasurer’s monthly bank reconciliation of The Club’s treasury. The President shall also act to protect the reputation and material assets of The Club when a need arises.

(B) Executive Secretary

(I) The Executive Secretary shall keep records of the official proceedings of The Board Minutes; official copies of Incorporation papers, Bylaws, and Resolutions to Bylaws; and prepare the monthly agenda in consultation with the President and Board Members. The Minutes shall be distributed to The Board within fifteen (15) days after the board meeting. In the absence of the President, the Executive Secretary shall act as President in accordance with the responsibilities of President for that meeting. If the President has vacated the seat for the remainder of the term, the Board shall vote on a new President.

(C) Treasurer

(I) The Treasurer shall receive and be accountable for all funds; pay all obligations incurred by The Board; maintain banking accounts; conduct monthly bank reconciliation; render monthly financial reports; prepare and submit annual financial reports to the appropriate government agencies; and maintain accurate and timely records in accordance with generally accepted accounting principles. Decisions on Major Expenditures, above routine expenditures of conducting business, shall require affirmation by the Board via recorded vote on a motion from a Board Member. The Board shall define Major Expenditures. Such definition shall be a part of The Club's Administrative Rules, Policies, and Procedures. In the absence of the President and the Executive Secretary, the Treasurer shall act as President in accordance with the responsibilities of President for that meeting.

(D) Membership Coordinator

(I) The Membership Coordinator shall maintain official membership records and report regularly to The Board on the status of membership. The Membership Coordinator shall send and receive membership applications and renewals; and, collect membership dues and transmit them to the Treasurer and distribute Membership Cards within 30 days upon receipt of the application. The Membership Coordinator shall provide to other Board Members only membership information necessary to the business of The Club. The Membership Coordinator shall provide current membership information to relevant committees, as determined by The Board. The Membership Coordinator shall not disclose any club member’s personal information to anyone else and shall not use this information for personal gain. Once this position has been passed on to the next Membership Coordinator, the previous Membership Coordinator shall not retain any personal information of The Club’s members.

(E) Assets & Archives Coordinator

(I) The Assets & Archives Coordinator shall be custodian of inventory, merchandise, and equipment. The Assets & Archives Coordinator will coordinate with various committee chairpersons and the Treasurer on arrangements for purchasing merchandise and equipment for The Club. The Assets & Archives Coordinator will provide the Treasurer with an inventory of Club assets and merchandise by the end of the first week of May of each year. The Assets & Archives Coordinator will be responsible for coordinating availability of Club property and merchandise at events.

(II) The Assets & Archives Coordinator shall collect and maintain all historical data pertaining to The Board and Committee meetings, and other activities of The Club, which will include, but not be limited to, reports, minutes, agendas, announcements, pictures, fliers, pamphlets, voting ballots etc. to be kept in appropriate condition for future reference. The Assets & Archives Coordinator  is encouraged to research the history of The Club. No document, letter, or company record is to be destroyed without being presented to the Assets & Archives Coordinator.  The Assets & Archives Coordinator will not dispose of documents, letters, written matter, or mementos without approval of The Board. The Assets & Archives Coordinator shall be charged with the responsibility of compiling, assembling, and displaying some or all such materials at Annual Events and on such other occasions desired by The Board.

(F) Events Coordinator:

(I) The Events Coordinator will work in tandem with the Webmaster and the Public Relations Coordinator to update all social media venues including The Club’s website and any other appropriate media outlets. The Events Coordinator shall assist in coordinating Club events, and communicate with all event host(s), chair(s), and events committees.

(II) In the interest of Coordinating events, all event host(s), chair(s), and event committees shall communicate, on a regular basis, with the Events Coordinator and shall also provide the Events Coordinator with any and all media or advertising, before sending this media or advertising out to the public.

 (G) Public Relations Coordinator

(I) The Public Relations Coordinator shall maintain all social media outlets for the club, including but not limited to Facebook, Twitter, Newsletter, and Emails. The Public Relations Coordinator shall post events for The Club on the appropriate sites with information supplied by the Events Coordinator.  The Public Relations Coordinator shall defer any and all inquiries from the news media to The Club President.

(H) Webmaster:

(I) The Webmaster is responsible for maintaining, updating and upgrading the Oregon Bears website.

 

Section 3.10

Board Meetings

Board meetings shall be held each month at a day, time, and location determined by The Board and as advertised to the general membership. Board meetings shall be open to the public. Board meetings shall be conducted by The President according to the rules of the current edition of Robert's Rules of Order (simplified versions may be used). If The President is unable to conduct the meeting, The Acting President shall not vote on matters before The Club except to break a tie; Acting President may abstain, resulting in failure of the motion. Each Board Meeting shall be considered as one session unless otherwise specified at the Board Meeting.

 

Section 3.11

Executive Session

The Board may meet in a closed executive session led by The President to discuss personal and confidential issues. The length of this meeting will be determined by The President and may be held prior to or during any Board meeting. All Club business shall be voted on during an open meeting. Handling questions regarding situations which are deemed by The Board to be potentially injurious to The Club or its members, or which may require a vote for removal of a club member, or the termination of a business relationship, shall only be reviewed within an Executive Session. Other parties shall be allowed an opportunity to respond during the Executive Session to ensure privacy and fairness are observed. Board response, if needed, will be communicated by the President or an appointed Board Officer after a Board Vote authorizing appropriate response or action.

 

Section 3.12

Quorum

A quorum for organizational business shall consist of at least 51% of The Board. If a quorum cannot be established, at a future date the general membership shall be convened to elect sufficient Board Members to form a quorum.

 

Section 3.13

Voting Electronically

Any Organizational business, with the exception of financial matters exceeding $200, may be voted upon electronically. Any Electronic votes shall be added on to the meeting minutes at the next board meeting.

 

ARTICLE IV TITLEHOLDERS

Section 4.01

Titles and Titleholders

(A) Creation and Purpose of Titles

(B) The Club shall, at its discretion, create and grant representatives of The Club titles to further the purpose, goals, and representation of The Club. The Board shall reserve the right to revoke any title from any person at any time upon a two-thirds (2/3) vote of The Board.

(C) Club Titles of “Oregon Bear”, “Oregon Cub”, “Oregon Daddy  and/orOregon Ranger”.

The Oregon Bears shall elect through open process and competition, up to four representatives of The Club to hold the titles of “Oregon Bear”, “Oregon Cub”, “Oregon Daddy”, and “Oregon Ranger” (hereafter referred to as “The Titleholders”) at an annual contest. The official title of the representatives shall be without any assumption of gender or gender identity derived from the title. It is at the discretion of the title-holders to choose or designate their personal preference of mode of address of such honorifics as “Mr.”, “Ms.”, “Mrs.”, “X”, etc., along with their respective representational title term. The intent of this option is to respect the personal gender identity of our representatives and to further the purpose, goals, and representation of The Club and the community at large.

 

Section 4.02

Eligibility for The Titleholders

(A) To be eligible to participate as a candidate for any title position, an individual must be a member “In Good Standing” of the Oregon Bears for a minimum of three(3) months prior to the contest. An exception to this rule may be requested by a member by submitting a request to The Board. The Board in accordance with the Bylaws herein shall determine acceptance or denial of the request.

(B) A candidate bio and photograph will be submitted to the general membership two (2) weeks prior to the introduction of the candidates. An exception to this rule may be requested by the committee chairperson(s) of the event in which it is taking place. The candidate shall also provide a current copy of their State or Government issued photo I.D. to the board.

Section 4.03

Obligation, Expectations, and Board Participation by the Titleholders

(A) Obligations and Expectations

(I) The Titleholders shall at all times remember that they represent The Oregon Bears, and must act in accordance with the Oregon Bears bylaws. The obligations and expectations of The Titleholders shall include, but not be limited to:

(a) The Titleholders are encouraged to attend and represent the Oregon Bears at sanctioned events throughout the community. They are strongly encouraged to attend an out of state event to promote the Oregon Bears Events (BearTown and Campout).

(b) The Titleholders are expected to represent The Club at the annual Portland gay pride celebration. Also, to participate in the following events to the capacity requested by the respective committee: Camp Oregon Bears, the Imperial Sovereign Rose Court Coronation, annual Community Holiday Show, BearTown, and the Oregon Bears Contest at the end of their title term for the purpose of step-down. The registration fees for the above listed events shall be paid from the Titleholders Fund. An itinerary needs to be submitted to the board at least 3 weeks prior to the event for pre-approval of travel, run package and hotel night stays. Food and drinks are the responsibility of the Titleholders. Receipts for events must be submitted to the Treasurer for approval and reimbursement.

(c) The Titleholders may speak on behalf of The Club, but may not make any arrangements, promises, or  commitments of any kind for The Club without approval of The Board.

(d) Titleholders Fund will be maintained by the Oregon Bears Treasurer for the purpose of defraying travel expenses of the Titleholders to other Bear club events. It is the responsibility of the Titleholders to earn money through fundraisers for this account. The money in the Titleholders Fund will be used for registration fees, transportation and housing expenses by both Titleholders at the discretion of the Treasurer to ensure equitable use of funds. A Titleholder is allowed to travel with a guest, however, any additional charge incurred for the guest will not be covered by the Titleholders Fund.

(e) Titleholders will be reimbursed from the Titleholders Fund for reasonable cost for transportation and housing. Titleholders will not be reimbursed from the Titleholders Fund for premium charges such as last minute bookings, late charges, and other charges without board approval.  

(f) The balance of the Titleholders Fund may be donated in part or in full to a charity of the Title holder’s choice at the end of their term or leave in the fund for the following year’s titleholders. At the beginning of the next Titleholders term an amount determined by the board may be advanced from the General Fund to the Titleholders Fund with the expectation of repayment within six months from fundraisers.

(g) The Titleholders are expected to host a minimum of one event each during their title term (excluding the step down event), and are expected to participate in the annual Holiday Show.

 

(B) The Titleholders as Board Members

(I) All current Titleholders will be voting members of The Board of Directors and are subject to the same expectations as Oregon Bears Board Members and may serve in Officer roles with the exception of President or Treasurer. Their terms on The Board will start once they have been installed on the board in the board meeting following the Oregon Bears Contest, and end when the new titleholders are installed. Titleholders that have stepped down during the current board term year may remain on The Board in reserved seats until the next election cycle. Said reserved seats do not supercede the maximum board size, as specified in section 3.01.

 

ARTICLE V

GENERAL AND MISCELLANEOUS

Section 5.01

Audits

An audit of The Club's treasury books shall be conducted annually. This audit is to be conducted by an audit team. The audit team is to be approved by The Board. The audit team is to be made up from a Board member (excluding The Club's President and Treasurer) and a member of the general membership (who should not be a partner of The President or The Treasurer).

Section 5.02

Loans

The corporation shall make no monetary loans except as stated above for the startup of the Title Holder's Fund. The Board may advance money to Committees from time to time as necessary to conduct business.

Section 5.03

Monthly Event Fund

This fund is to be used for miscellaneous expenses associated with the production of monthly events. It shall have a basic value as as set by The Board. The Monthly Event Fund shall be replenished using event revenu that has not been allocated for other purposes, the remainder of the event’s funds shall be put into the general fund. Expenses exceeding the total amount of the fund needs to be approved by a Board vote.

Section 5.04

Bylaws

The Bylaws of The Club shall be the primary operating document for The Club, followed by the simplified version of the current Robert’s Rules Of Order. Amendments to the Bylaws shall be enacted by a majority vote of a quorum of The Board. A Bylaws review shall be held at least once each year. A special committee, consisting of Board and non-board members, shall conduct Bylaws review. The membership shall be allowed 30 days following presentation to The Board by the Bylaws Committee to review and make suggestions to the Bylaws proposals. After the 30-day review, The Board shall act to amend (or not amend) the Bylaws.

Section 5.05

Board Resolutions

Resolutions of The Board shall be construed as changes or additions to established Bylaws. Such Resolutions shall be incorporated into the Bylaws when the annual review of the Bylaws is performed by The Board. The effective date of Resolutions shall be the day on which The Board approved them.

Section 5.06

Administrative Rules, Policies, and Procedures

The Board shall, at its discretion, enact rules, policies, and procedures (hereafter called Administrative Rules). Administrative Rules shall be enacted by a majority vote of a quorum of The Board.

Section 5.07

Principal Office

The Registered Office and Agent for the transaction of the business of The Club shall be determined by The Board. The location of the Registered Office and the name of the designated Agent is registered with the Oregon Secretary of State, and can be provided by the President of The Club upon request. The Board of Directors may, at any time, change the location of the registered office within Oregon. The Board may also have offices at more than one place in Oregon as the Board of Directors may determine and fix by resolution.