PROPOSED
BY-LAWS
OF THE
EUGENE FOLKLORE SOCIETY

ARTICLE I Purposes of the Corporation

This corporation shall be organized and operated exclusively for charitable, scientific, literary, religious, 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).

This standard language ensures that whatever we do complies with the law, allows us to retain our non-profit status, and ensures that whatever we do, we don't violate our bylaws.

This corporations' primary purpose shall be to further the understanding, appreciation, and performance of traditional folk arts by providing folk art opportunities within the Eugene community.

This "primary purpose" does not limit us, but should provide guidance.

ARTICLE II Membership

Section 1 Classes and Voting

There shall be one class of members of this corporation. Each member shall be entitled to one vote on these matters: Amending the Articles of Incorporation; Amending, restating, or replacing the Bylaws of the corporation; Electing all members of the Board of Directors; Dissolution of the corporation; and Merger of the corporation. If a membership stands of record in the names of two or more persons, the vote of any one those persons shall count as only one vote and shall not represent the vote of any other person.

Unless we have the language in the last sentence above, we'd have to distinguish ballots cast under "family" memberships. If only one of the members of a family cast a ballot, by law, we'd have to count that as the vote of both family members. It's simpler by far to have a "one person, one vote" policy.
Note that we explicitly require a vote of the membership for dissolution or for merger.

Section 2 Qualifications

An individual, 18 and older, shall become a member of the corporation by paying annual dues as set by the Board.

We leave any details of dues amounts and the possibility of "family memberships" to policies, instead of bylaws, as the bylaws require a vote of the members to change.

Section 3 Termination, Expulsion, Suspension

Membership may be terminated by the Board of Directors after giving the member at least 15 days prior written notice by first-class certified mail of the termination at the member's last address of record, and the reason(s) for the termination, as well as an opportunity for the member to be heard by the Board, orally or in writing, not less than five days before the effective date of the termination. The decision of the Board shall be final and shall not be reviewable by any court.

We don't expect to ever need this, but felt that we should include the standard language.
(From the book The Oregon Nonprofit Corporation Handbook: Public Benefit Corporations cannot terminate, expel or suspend members without a fair and reasonable procedure. This procedure is legally deemed fair and reasonable.)

Section 4 Annual Meeting

The annual meeting of the members shall be held in May at a time and place set by the Board of Directors.

Section 5 Special Meetings

Special meetings of the members shall be held at the call of the Board of Directors, or by the call of at least five percent of the voting members of the corporation by one or more written demands signed, dated and delivered to the corporation's Secretary. Such demand by the members shall describe the purpose for the meeting.

If the Board calls a special meeting of the members, the members must receive proper legal notice. For a special meeting demanded by the members, the Board may set the time and place if they give notice within 30 days of the corporation's receipt of the demand; otherwise, a person who signed the demand or demands may set the time and place of the meeting and give proper notice. Only matters relating to the purpose or purposes described in the meeting notice may be conducted at the meeting.

The existing bylaws require a petition of 1/3 of the members to call a special meeting. That seems like a rather high threshold. Five percent is the lower limit set in the law. We also needed to specify a process for this to take place.

Section 6 Notice of Meeting

Notice of all meetings of the members shall be given to each member at the last address of record, by first class mail at least 7 days before the meeting, or by means other than first class mail, at least 30 but not more than 60 days before the meeting. The notice shall include the date, time, place, and the purpose of the meeting.

The existing bylaws do not require any notice of membership meetings. Oregon law requires it, and these terms are deemed by law to be "fair and reasonable." Note that Oregon law requires notice via an item of actual physical mail. Mail messages and web sites don't count.

Section 7 Quorum and Voting

Those votes represented at a meeting of members shall constitute a quorum. A majority vote of the members represented and voting is the act of the members, unless these Bylaws or the law provide differently.

The existing bylaws do not specify a minimum quorum for a meeting of the members. While "whoever shows up is enough" seems like a pretty lax standard, we have had very low turnout at our membership meetings, and requiring a larger quorum could easily leave us unable to conduct business or elect the members of our Board of Directors.

Section 8 Proxy Voting

There shall be no voting by proxy.

The existing bylaws do not allow proxy voting, and it raises some concerns, so we'll explicitly prohibit it.

Section 9 Action Without Meeting

Any action required by law or permitted by these bylaws to be taken at a meeting of the members may be taken without a meeting if a consent in writing, setting forth the action to be taken or so taken, shall be signed by all members.

While it seems unlikely that ALL members would sign a document to agree to something, we plan to have a similar provision for the Board, and it seems like a reasonable idea to allow the parallel provision for the members.

ARTICLE III Board of Directors

Section 1 Duties

The affairs of the corporation shall be managed by the Board of Directors.

Section 2 Number and Qualifications of Directors

The number of Directors may vary between a minimum of five and a maximum of nine. Any member of the corporation in good standing for at least six months shall be eligible for election to the Board of Directors.

Oregon law requires at least three Directors. If the bylaws allow flexibility, we can enlarge our Board to include more people without having to call a meeting of the members in order to do so. At this point, we expect to continue with a five member Board, as we have presently.
The Board is allowed to set a number of members. Otherwise, however many of the folks nominated to the Board get elected (by a majority of ballots) constitute the Board.
The qualification of a minimum membership requirement is intended as a means of protection from "outsiders" taking over the organization. Six months indicates a continuing interest, while requiring a full year would require joining and renewing a membership.

Section 3 Terms of Office and Election of Directors

The term of office for Directors shall be one year, from June 1 through May 31. A Director may be reelected without limitation on the number of terms she or he may serve. The Board shall be elected annually by ballot by the members in conjunction with the annual meeting of the members.

We decided that we should allow election by ballot only, as that will get more participation by the members. It would prevent the possibility of having a small group of people being able to elect each other to the Board at a lightly attended meeting.

Section 4 Removal of Directors

Any Director may be removed, with or without cause, by the members at a meeting of the membership called for that purpose, by a majority vote of the members entitled to vote at an election of Directors, who are represented and voting at said meeting.

The original specified a majority of eligible voters, not simply a majority of the voters who appear at the meeting.
Unless we specify "with or without cause", we would have to specify the exact causes for which we would want to remove a director, and if we have a reason that's not listed, we would either be unable to remove a director or risk getting sued for improper removal.
It appears to be the case that Oregon only allows removal by the process described above. Also, it appears that Oregon law prohibits removal of Directors by the other Directors, unless the bylaws contain a specific list of "for cause" items. Listing causes is a known area of legal difficulty. Thus, we won't have a provision for Directors to remove other Directors.

Section 5 Vacancies

Vacancies resulting from an increase in the number of Directors shall be filled by election by the members, by ballot, either at the annual election or at another time determined by the Board. Other vacancies on the Board shall be filled by a two-thirds vote of the Directors present, provided a quorum is in attendance. These Board-appointed or newly elected Directors shall serve in these positions for the remainder of the current term.

We require elections to fill newly-created Board positions as a protection measure against a faction expanding the Board and then filling it with like-minded folks.
Note that unless the Board specifies the number of Directors, the only way to have a vacancy is if the number of Directors falls below the minimum required by the bylaws (5).

Section 6 Quorum and Action

A quorum at a Board meeting shall be a majority of the number of all Directors prescribed by the Board, or if no number is prescribed, by a majority of all Directors in office immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of Directors present. Where the law requires a majority vote of Directors 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 matters) such action is taken by that majority as required by law.

Having a variable-sized Board makes a determining the number required for a quorum more complex than simply specifying a fixed number. These words suffice.

Section 7 Regular Meetings

Regular meetings of the Board of Directors shall be held at the time and place to be determined by the Board of Directors. No notice of the date, time, place, or purpose of these meetings is required. All regular meetings of the Board of Directors shall be open to the general membership, but voting shall be restricted to members of the Board.

The current bylaws require that members receive notice of Board meetings. We propose to put in place a policy to provide this information, even if we do not provide legal notice. Oregon law requires legal notice be MAILED, and the newsletter has been the vehicle for this notice. With a Board meeting every month, we must send something printed (newsletter/letter/postcard) every month, either by first-class mail 14 days in advance of the meeting or if we send something by bulk mail, a full thirty days in advance of the meeting. Oregon law does not allow legal notice by email or web site. If we continue to require this notice, we cannot take any cost-savings measures such as bi-monthly newsletters or sending newsletters and announcements via mail messages.

Section 8 Special Meetings

Special meetings of the Board of Directors shall be held at the time and place to be determined by the Board of Directors. The presiding officer, the President, or 20 percent of the Directors then in office may call and give notice of the meeting of the Board. Notice of such meetings, describing the date, time place, and purpose of the meeting, shall be delivered to each Director personally or by telephone or by mail not less than two days prior to the special meeting.

We expect special meetings of the Board to deal either with emergency situations, or matters too confidential to discuss at an open, regular meeting of the Board. We therefore have a very short notice requirement.

Section 9 Meeting by Telecommunication

Any regular or special meeting of the Board of Directors may be conducted through use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A director participating in such a meeting is deemed present for the purposes of a quorum.

For convenience, we allow meetings by speakerphone or equivalent. Mail messages do NOT meet the requirements of this section.

Section 10 Compensation

Directors shall not receive salaries for their Board services, but may be reimbursed for expenses related to Board service.

The prohibition on salaries also applies to free membership or free admission. If a director receives a salary OR ANYTHING OF VALUE for their service (like free admissions or membership!), that person is not a "qualified director". A qualified director can not be sued for "ordinary negligence," but only for "gross negligence" (which is much harder to prove). Note that the prohibition is on a salary for Board service. A director may receive compensation for other actions without affecting his or her legal status.

Section 11 Action without Meeting

Any action required by law to be taken at a meeting of the Board, or any action which may be taken at a Board meeting, may be taken without a meeting if a consent in writing, setting forth the action to be taken or so taken, shall be signed by all the Directors.

ARTICLE IV Committees

Section 1 Executive Committee

The Board of Directors may elect an Executive Committee from among the Directors currently in office. The Executive committee shall have the authority to make ongoing decisions between Board meetings and shall have the authority to make financial and budgetary decisions.

We don't anticipate needing this, but if some number of the Directors expect to be unavailable for an extended period, this would allow the Board to elect an executive committee to carry on business during their absence. Otherwise a quorum might prove problematic.
Note that this definition of "executive committee" differs from that in common usage, where such a committee would consist of the officers of the corporation.

Section 2 Other Committees

The Board of Directors may establish such other committees as it deems necessary and desirable. Such Committees may exercise the authority of the Board of Directors or may be advisory committees.

"Advisory" in this sense means that they can advise the Board on big issues that only the Board is allowed to decide. The Board CAN delegate other matters to "advisory" committees. For example, a dance committee can make month-to-month operating decisions, but perhaps should "advise" the Board on "special" dances.
Note that we do not specify any committees whatsoever. They shall all be established by Board decisions. This includes the current dance, dance camp, and nomination committees.

Section 3 Composition of Committees Exercising Board Functions

Any committee that exercises any authority of the Board of Directors shall be composed of two or more Directors, elected by the Board of Directors by a majority vote of all Directors in office at that time, and shall serve at the pleasure of the Board.

Any such committee may choose to meet in a more open forum, with others participating in discussions and deliberations, but not making the decisions.

Section 4 Quorum and Actions

A quorum at a Committee meeting exercising Board functions shall be a majority of all Committee members in office immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of Directors present.

Section 5 Limitations on Powers

No committee may authorize payment of a dividend or any part of the income or profit of the corporation to its Directors or officers. No committee may approve dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation's assets. No committee may fill vacancies on the Board or on any of its committees. No committee may adopt, amend, or repeal the Articles, bylaws, or any resolution by the Board of Directors. The Board may set additional limits on the powers of any committee or committees as a matter of policy.

No committee can elect or remove Directors, as only the membership may do that. No committee can appoint Board members, as the bylaws do not allow that at all.

ARTICLE V Officers

Note that this article discusses the OFFICERS of the corporation, not the Directors.
While we EXPECT all officers to be Board members, we will NOT require it. Thus, if we have some extremely qualified person we wish to have serve, say, as treasurer, we need not have that person serve on the Board.

Section 1 Titles

The officers of this corporation shall, at a minimum, be the President, Secretary, and Treasurer.

Oregon law requires a minimum of two officers.

Section 2 Election

The Board of Directors shall elect the officers to serve one year terms. An officer may be reelected without limitation on the number of terms the officer may serve. The Board of Directors may remove any officer at any time, with or without cause.

If we want term limits, we should implement them as a matter of Board POLICY, instead of putting them in the bylaws. Other organizations find benefit in cross-training, by avoiding any one person holding any one office for too long.

Section 3 Vacancies

A vacancy of any office shall be filled not later than the second regular meeting of the Board of Directors following the vacancy.

Since the Board members elect the officers, they also fill any vacancies. We allow the vacancy to be filled by the second meeting, as a requirement to fill a vacancy by the first meeting could require immediate action, and time for at least a little deliberation seems A Good Idea.

Section 4 Other Officers

The Board of Directors may elect or appoint other officers, agents and employees as it shall deem necessary and desirable. They shall hold their offices for such terms and have such authority and perform such duties as shall be determined by the Board of Directors.

Section 5 President

The President shall be chief officer of the corporation and shall act as the Chair of the Board. The President shall have any other powers and duties as may be prescribed by the Board of Directors.

Section 6 Secretary

The Secretary shall have overall responsibility for all recordkeeping. The Secretary shall perform, or cause to be performed, the following duties: (a) official recording of the minutes of all proceedings of the Board of Directors and members' meetings and actions; (b) provision for notice of all meetings of the Board of Directors and members; (c) authentication of the records of the corporation; and (d) any other duties as may be prescribed by the Board of Directors.

Section 7 Treasurer

The Treasurer shall have overall responsibility for all corporate funds. The Treasurer shall perform, or cause to be performed, the following duties: (a) keeping of full and accurate accounts of all financial records of the corporation; (b) deposit of all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors; (c) disbursement of all funds when proper to do so; (d) making financial reports as to the financial condition of the corporation to the Board of Directors; (e) maintaining accurate membership lists; and (f) any other duties as may be prescribed by the Board of Directors.

We put maintenance of the membership list under the treasurer, rather than the secretary, as that matches our actual practice.

ARTICLE VI Amendments to Bylaws

Both the Board of Directors and the members must vote to amend or repeal these bylaws or to adopt new ones. The Board of Directors must vote to amend or repeal these Bylaws or to adopt new ones by a majority vote of Directors present, if a quorum is present. Prior to the adoption of the amendment, each Director shall be given at least two days notice of the date, time and place of the meeting at which the proposed amendment is to be considered, and 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. The members must vote to amend or repeal these Bylaws or to adopt new ones by a 2/3 majority vote of the members represented and voting. Prior to the adoption of the amendment, each member shall be given the notice of meeting as required by the Bylaws and 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.

ARTICLE VII Merger or Dissolution

Section 1 Adoption of Merger Plan

Both the Board of Directors and the members must vote to adopt a plan of merger. The Board of Directors must approve the plan by a majority vote of Directors in office. Prior to the adoption of the plan, each director shall be given at least two days notice of the date, time and place of the meeting at which the proposed plan is to be considered, and the notice shall state that one of the purposes of the meeting is to consider a proposed merger and shall contain a copy or summary of the proposed merger plan. The members must vote to approve the proposed merger by a 2/3 majority vote of the members represented and voting. Prior to the adoption of the plan, each member shall be given the notice of meeting as required by the Bylaws and the notice shall state that one of the purposes of the meeting is to consider a proposed merger and shall contain a copy or summary of the proposed merger plan including certain information specified by law.

Section 2 Approval of Dissolution

Both the Board of Directors and the members must vote to approve the dissolution of the corporation. The Board of Directors must approve dissolution by a majority vote of Directors in office. Prior to the vote, each director shall be given at least two days notice of the date, time and place of the meeting at which the proposed dissolution is to be considered, and the notice shall state that one of the purposes of the meeting is to consider dissolution of the corporation and shall contain a copy or summary of the plan of dissolution. The members must vote to approve dissolution of the corporation by a 2/3 majority vote of the members represented and voting at a meeting with that purpose. Prior to the adoption of the dissolution plan, each member shall be given the notice of meeting as required by the Bylaws and the notice shall state that one of the purposes of the meeting is to consider a dissolution and shall contain a copy or summary of the proposed dissolution plan.

State law specifies that this requires a majority vote of the Directors currently in office. We want to make sure that the members have a chance to weigh in.

Section 3 Distribution of assets

In the event of dissolution, none of the remaining assets may be distributed to, or be used for the benefit of, any member or members. All records of the EFS shall be offered to The Archive of Folk Culture of The Library of Congress or to the Oregon Collection of the University of Oregon Libraries. 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 Board shall attempt to carry out the will of the membership in executing its responsibilities for distribution of assets in the event of dissolution of the corporation.

The old bylaws specified that the records would be given to the Library of Congress. We weren't certain that they would accept them, so we said that we would OFFER them the records, and offer them to the UofO as well. (The UofO already receives our newsletters, and might actually have an interest in our records.)
The old bylaws said that the members would make the decisions about where the assets would go. We thought that might prove unwieldly, so loosened control slightly.

ARTICLE VIII Corporate Indemnity of Officers and Directors

This corporation will indemnify to the fullest extent not prohibited by law any person who is made or threatened to be made a party to an action, suit, or other proceeding, by reason of the fact that the person is or was a director or officer of the corporation or a fiduciary within the meaning of the Employee Retirement Income Security Act (or its corresponding future provisions) with respect to any employee benefit plan of the corporation. No amendment to this Article that limits the corporation's obligation to indemnify any person shall have any effect on such obligation for any act of omission that occurs prior to the later of the effective date of the amendment of the date notice of the amendment is given to the person. The corporation shall interpret this indemnification provision to extend to all person covered by its provisions the most liberal possible indemnification--substantively, procedurally, and otherwise.
We agreed NOT to include this section. Oregon law requires that the corporation indemnify officers and Directors under some circumstances, regardless of what the bylaws say. It also prohibits indemnification under other circumstances. "Indemnify" in this context would mean that EFS would have to hire a lawyer for any Board member who gets sued because of actions taken as a Board member. Basically, unless we also wish to pay for "Officers and Directors" insurance, we'd run the risk of having to pay for attorney fees out of our treasury.

Date Adopted: ________________
Signature by Corporate Officer: ________________