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BY-LAWS
OF
THE EUGENE FOLKLORE SOCIETY

ARTICLE I: NAME

  1. The name of this organization shall be the Eugene Folklore Society (hereinafter referred to as the "EFS").
    The Articles of Incorporation already define the name as "Eugene Folklore Society". The bylaws do not need to repeat that definition.
  2. The Society shall not allow the use of its name in connection with any activity not under its direct control without the express prior approval of three-fourths (3/4) of the Board of Directors or two-thirds (2/3) of the membership. No officer or member of the EFS may claim to represent the EFS in any matter unless specifically empowered to do so under these by-laws.
    This matter does not need to be in the bylaws. We propose to move it to a policy

ARTICLE II: PURPOSE

The main purpose of the EFS shall be to further the understanding, appreciation, and performance of traditional folk arts by providing folk art opportunities within the Eugene community.

We will retain this, with language that makes clear that this is our MAIN purpose, and that we can do anything that a non-profit is allowed to do. That way, there should be no question if we, say, buy a tool, ladder, or some such to simply the process of setting up for a "folk art opportunity."

ARTICLE III: MEMBERSHIP

  1. Membership Categories
    This material is troublesome. As written, a single person could double his voting power by paying for a household membership just for himself.
    We propose to clarify that there is only a single class of members, a class eligible to vote in elections for all board members and vote on amending bylaws and several other matters allowed by law. The specifics of dues will be left to a policy on dues.
    1. Individual. Any person may become an individual voting member of the Society by paying the designated annual dues.
    2. Household, which shall include up to two adults and dependent children at one address.
    3. Honorary, which shall be extended to individuals only on the unanimous approval of the Board of Directors (hereinafter referred to as "the Board") and may be with or without limit of duration.
      By this action, the board could make someone an honorary member without their permission. Oregon law prohibits this.
  2. Membership Dues
    Individual and Household members shall pay such annual dues as may be determined by the Board. The payment of dues shall constitute membership in good standing in the EFS. Dues shall be due and payable on the first day of the month in which current affiliation with the EFS was established. Honorary members shall not be required to pay any dues.
    The bylaws require paying dues in order to be a member in good standing, eligible to vote. Thus, an "honorary member" who doesn't pay dues is not eligible to vote.
  3. Membership Privileges
    Membership in the EFS shall carry the following privileges and obligations:
    The material on privileges based on membership categories goes away, because the categories themselves go away.
    The material on discounts, newsletters, and so forth belongs in a Policy on Membership Benefits.
    1. Individual members in good standing shall receive the publications of the EFS, and shall be entitled to vote at all regular and special membership meetings, and by mail ballot.
    2. Household memberships in good standing shall receive one copy of EFS publications, and are entitled to two votes at all regular and special membership meetings, and by mail ballot.
      By Oregon law, if only one member of such a household were to vote in an election, we'd have to count that vote with the weight of two. This adds considerable complexity to the counting of ballots, as we'd have to keep track of which family members had voted and which had not, then set the voting strength of each ballot before finally counting. We propose to add words to force a "one person, one vote" policy.
    3. Honorary members shall receive the publications of the EFS.
    4. Members in good standing are entitled to participate in all EFS activities and may solicit the support and encouragement of the Society for their individual folklore projects.
      This reads that "if you pay your dues, you can get in to ALL EFS activities." That would play havoc with a dance camp lottery, for example.
    5. Each member may be entitled to a discount to all concerts, dances, workshops, and other EFS events for which an admission fee is charged. Applicable events and the amount of the discount shall be determined by the Board.
      "May be entitled" is ambiguous. "Shall be" would require a member discount. "May be" allows discounts, but doesn't specify even that they be applied consistently.
    6. Each member in good standing shall be eligible for any elected office of the EFS, subject to the provision of these by-laws.
      This sets a very low threshold for elected office. A group of people could turn up at the annual meeting, all pay dues as new members, and elect themselves to all the board positions. We propose to establish a slightly higher standard for being a board member.
  4. Termination of membership.
    Membership in EFS shall be considered to have been surrendered by any member who is more than two (2) months in arrears in payment of dues.
    Oregon law on "termination" of membership is related to ejecting a member. The earlier material on dues already said "if you don't pay your dues, you aren't a member in good standing." This section adds a grace period, which could instead be a matter of policy.

ARTICLE IV: OFFICERS AND BOARD OF DIRECTORS

  1. Board of Directors
    The Board shall consist of a Coordinator, a Secretary, a Treasurer, a Dance Coordinator, and a Dance Camp Coordinator.
    This whole section conflates "board members" with "officers of the corporation." It makes them exactly the same. It forces interested members to choose specific duties, and does not allow board service without assuming a significant responsibility.
  2. Terms of Office
    The Board shall be elected by the membership at large at the annual Spring membership meeting to be held in May. Term of office shall be for one year from June 1 through May 31.
    The phrasing of this section requires an in-person vote. We will keep the same terms of office.
  3. Responsibilities of Board Members
    This section says that the individual board members "shall" perform specific actions. This does not allow for delegation of those duties.
    1. The business affairs of the EFS shall be managed by the Board of Directors.
    2. The Coordinator shall serve as Chair of the Board and senior executive officer of the EFS, responsible to the Board for the conduct of the EFS's programs and affairs. He/she shall be an ex officio member, with vote, of all committees of the EFS, except the Nominating Committee. The Coordinator shall chair all meetings of the Board and of the membership.
      The Coordinator has to do these things himself or herself.
    3. The Secretary shall be responsible for the maintenance of the minutes of all EFS meetings and other records as may be specified by the Board. He/she shall be responsible for notifying members of all meetings of the EFS and of the Board, shall maintain appropriate mailing lists, and shall be responsible for correspondence as required by the Board.
      The secretary "shall be responsible," but need not do everything himself or herself.
    4. The Treasurer shall have responsibility for preparation and custody of all financial records of the EFS and shall prepare such statements as are required by the Board or by law. He/she shall be responsible for collection all of the EFS's receivables and for payment of all EFS just debts. He/she shall prepare the EFS's tax returns and applicable schedules.
      The treasurer is responsible for most of these tasks, but must personally prepare the tax returns.
    5. The Dance Coordinator will be responsible for organizing the regular dances. He/she shall also serve as vice-Chair of the Board, and shall have such other duties as are delegated to him/her by the Coordinator and the Board. He/she shall succeed to the authority of the Coordinator if the Coordinator is unable to carry out the duties of that office.
    6. The Dance Camp Coordinator will be responsible for organizing and presenting the yearly dance camp, and providing the Treasurer with financial information from the dance camp accounts for tax preparation purposes.
    7. Members of the Board shall receive free EFS membership for the year in which they serve. Additional free memberships and/or other awards and grants may be awarded by the Board to those committee leaders or general members who make exceptional contributions to the management or activities of the EFS.
      If the board members receive free membership, they are not members in good standing, and therefore cannot vote at member meetings. Even worse, by not being members in good standing, they are not eligible to serve as board members!
    8. Members of the Board shall receive free admission to EFS events during the year in which they serve.
      This says that ALL board members receive free admission to ALL EFS events, and therefore would get in free to all camps.
  4. The functions of the Board shall include, but not be limited to:
    1. Approve an annual budget, and all expenditures in excess of seventy five dollars ($75), in advance of commitment for the expense being undertaken.
      This would require the board to spend all its time approving expenditures, including the payment of every performer at our regular dances, the rent for each dance, and many of the items needed for the dance camp.
    2. Approve all programs and projects bearing the name of the EFS.
    3. Require a statement or statements of income and expenses to be prepared and an annual internal audit of EFS funds to be made by the Treasurer in conjunction with the preparation of the tax returns.
    4. Fill vacancies on the Board, by a two-thirds vote of the remaining members of the Board.
    5. Appoint Chairpersons of standing committees.
    6. Appoint members of the standing committees.

ARTICLE V: ELECTIONS

  1. A Nominating Committee consisting of five members of the EFS shall be appointed by the Board. The Nominating Committee shall select a slate of candidates for offices and shall present that slate to the membership in the March newsletter. Additional nominations for any office may be made from the membership at large.
    Forming a five-person nominating committee has proven difficult. This section also requires publication of a newsletter in March.
    1. Ballots shall be included in the April newsletter. These can be mailed or returned at the Spring Membership Meeting.
      This section also requires publication of a newsletter in April. It also says nothing about the timely receipt of the ballots.
    2. The Board shall be elected by the membership at large at the annual Spring Membership Meeting to be held in May.
      This section contradicts the previous one, in that it says the membership elects the board at the meeting, while the previous section says the board gets elected by ballots.
    3. Newly elected officers shall take office on June 1.
  2. An officer may resign by submitting a written resignation to the Board. The resignation will become effective when accepted by the Board.
    Oregon law does not allow for any process of "accepting" a resignation.
  3. An officer may be suspended for cause by a two-thirds (2/3) vote of the Board. The officer shall be notified in writing of the Board's action, and may appeal the suspension at the next meeting of the Board. If the suspension is sustained by a two-thirds vote of the remaining Board, the officer shall be removed from office as of that date.
    If an officer is to be removed "for cause," Oregon law specifies that the causes must be listed in the bylaws or the articles of incorporation. Oregon law further specifies that board members may only be removed by a process similar to the one used to elect them. As the membership elects the board, only the membership can remove board members.
    1. No officer shall be removed without being given all reasonable opportunity to be heard.
    2. Removal of an officer shall not affect his/her membership in the EFS.
  4. The Board shall fill vacancies in elected and appointed offices from outside its ranks. These newly elected or appointed officers shall serve in these positions for the remainder of the current term.
    This means that no officer could "move up" to take on a different role if another officer resigns. Only new board members can fill vacancies.

ARTICLE VI: COMMITTEES

  1. Committees may be empowered by the Board to conduct one or more of the EFS's functions or programs.
  2. Responsibility of Committees
    All committees shall be responsible to the Board. Committee chairpersons are expected to report regularly to the Board on their committees' progress. The Board has the authority to approve or disapprove actions of any committee, and shall retain ultimate responsibility for all activities of each committee.
  3. The organization, operation, and membership of any committee shall be determined by the Chair of the committee.
  4. Standing Committees
    Standing committees shall include, but not be limited to:
    This section requires certain committees, and only the membership at large can decide if one is no loner needed, by amending the bylaws at the annual meeting.
    1. The Dance committee shall be responsible for the planning, scheduling, and publicizing of EFS dance events.
    2. The Dance Camp committee shall be responsible for the planning, scheduling, and publicizing of EFS dance camps.
    3. The Concert committee shall be responsible for the planning, scheduling, and publicizing of EFS concert events.
    4. The Newsletter committee shall be responsible for the publication and distribution of the EFS newsletter.
  5. Chairs of Special Committees may be appointed by the Coordinator or the Board for the accomplishment of specific projects. Those so appointed must be EFS members in good standing at the time of their appointment. Special committees shall last for the length of the project for which they were appointed.

ARTICLE VII: MEETINGS

  1. Business meetings
    This section muddies the distinction between meetings of the board and meetings of the membership that are subject to different regulations under Oregon law.
    1. The Board shall schedule at least six business meetings per year. All business meetings shall be open to the general membership, but voting shall be restricted to members of the Board.
    2. Board members are required to attend meetings. If a Board member misses more than two unexcused meetings they will be subject to review by the Board.
      What's an "unexcused meeting?" This section requires board members to attend "meetings," but does not clarify which ones -- board meetings, membership meetings, or committee meetings.
    3. Board members and committee chairpersons shall present reports at the business meetings.
    4. Location. All meetings of the EFS shall be held in a location determined by the Board. Notice of date, time, and location shall be given to the members and the Board at least two weeks prior to any general membership meeting or Board meeting.
      This section requires legal notice. Oregon law requires any notice given less than 30 days in advance to be done by first-class mail. Mail messages, web sites, and bulk mail do not suffice.
    5. Annual Membership Meeting. An annual meeting of the members shall be held each year in the month of May for the main purpose of electing a new Board of Directors.
    6. Special meetings. Special meetings of the members may be called by the Coordinator, the Board, or by petition of not less than one third (1/3) of the membership. Meetings of the Board may be called by the Coordinator or by a majority of the Board members. Notice of any special meeting of either the members or the Board shall be given in such a manner so as to be received by the members of the Board at least ten (10) days prior to the meeting. The purpose(s) for such meetings shall be stated in the notice.
      We decided that a 1/3 petition requirement was rather high. We suspect that a typo created the phrase "the members of the Board" in this section, and that what was meant was "the members or the Board", meaning that members get notice of special membership meetings, and board members get notice of special board meetings. The ten-day notice required before special board meetings precludes any rapid response to a crisis.

ARTICLE VIII: FINANCIAL AND FISCAL AFFAIRS

  1. The funds of the EFS shall be kept in checking accounts only to the extent needed for current operation. Additional funds and all reserve shall be kept in interest-bearing accounts selected by the Treasurer with approval by the Board.
  2. Contracts and Checks
    Applications for funding, budget authorization of projects, contracts, and/or remuneration shall be subject to the Board's approval and validation. No monies may be disbursed from any account except on the signature of the Treasurer, and when possible the countersignature of the Coordinator, the Secretary, or other member of the Board.
    This means that none of the committees, like the dance camp committee, can have separate checking accounts, and it requires the treasurer sign ALL checks.
  3. Records
    The EFS shall maintain accurate records, books, and accounts of its business and properties, and these shall be kept at such place as is fixed and designated by the Board. An audit of the books, accounts, and assets of the EFS shall be made at the discretion of the Board.
  4. No contract or expense in excess of seventy-five dollars ($75), nor any other obligations of the EFS's funds, facilities, equipment, or reputation shall be made or undertaken except with the express approval of the Board.
  5. Any compensation for any goods or services supplied to the EFS by a member or officer of the EFS shall require prior approval by the Board.

ARTICLE IX: DISSOLUTION

  1. The EFS shall not dissolve except upon the written ballot of two-thirds (2/3) of the then total membership.
  2. In the event of dissolution, none of the remaining assets may be distributed to, or be used for the benefit of, any member or class of membership. All records of the EFS shall be given to The Archive of Folk Culture of The Library of Congress. Further remaining assets shall be distributed to a non-profit organization or organizations dedicated to purposes similar to those of the EFS, for use in continuing the support of traditional folk arts. The selection of the distributee or distributees shall be made by the membership on the recommendation of the Board.

ARTICLE X: BY-LAW AMENDMENTS

  1. The power to alter, amend, repeal, or adopt new by-laws shall be vested in the membership at large.
  2. Amendments to the by-laws shall be initiated in either of two manners:
    1. By the Board, with a two-thirds (2/3) majority at a regularly scheduled meeting, provided thirty (30) day notice of proposed changes is provided to membership.
    2. By a petition signed by five or more members of the EFS and submitted to the Board.
  3. Notice of by-law amendments must be circulated at least two weeks prior to the next scheduled business meeting. Such amendments shall be discussed and voted on at the Business Meeting. A vote of two-thirds (2/3) majority of those members present is required to alter or amend the by-laws.