About OEA—Bylaws
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BY-LAWS
OF
OREGON EXECUTIVES ASSOCIATION
ARTICLE I
Name and Location
Section 1. The
name of this corporation shall be "Oregon Executives Association."
Section 2. The
office, principal place of business and permanent headquarters
shall be in the Portland, Oregon metropolitan area.
ARTICLE II
Vision and Objectives
Section 1. Vision:
OEA is an organization of highly profitable business professionals where
members network and learn about business information and opportunities.
Section 2. Objectives:
a)
To institute and maintain a method of business networking and
to learn about business information and opportunities among its members.
b)
To create and encourage cooperative business efficiency and
service to its members and bring its members in touch with potential business.
c)
To encourage local and foreign trade expansion for the benefit of its members,
and to promote a better acquaintance and closer association between them.
ARTICLE III
Seal and Fiscal Year
Section 1. This
Corporation shall have a seal which shall bear upon its
face the words "OREGON
EXECUTIVES."
Section 2. The
fiscal year of the corporation shall be from January first
to December thirty-first, inclusive.
ARTICLE IV
Membership
Section 1. The
membership shall consist of (first) active members and alternates,
and (second) honorary members.
Section 2. Active
membership shall only be conferred upon an individual owning
his/her own business or profession, a partnership, a cooperative, or a
corporation. In the case of a partnership, cooperative or corporation,
the representative will be appointed by that firm. However, nothing shall
prevent the Board of Directors from approving membership for an individual
who may not qualify because of retirement or otherwise.
Section 3. At
the option of the individual owner, partnership, cooperative
or corporation holding the membership, an alternate member may be appointed
who can attend meetings. The alternate may vote only in the absence of
the primary member.
Section 4. The
Board of Directors shall classify or subclassify the different
lines of business and professions. However, in no event shall a member's
business or profession be comprised of less than sixty percent (60%) of
the member's designated classification or subclassification. Each active
member shall represent one classification, provided that no more than one
member shall represent any particular classification except that there
may be one member representing a particular subclassification after approval
by the Board of Directors and the member holding the original or primary
classification. When a member of the Oregon Executives Association represents
a classification or subclassification, no other application for membership
shall be considered for such classification or subclassification so long
as such member retains his/her membership. It is recognized that active
members with different classifications may nevertheless compete in some
facet of business with other members, but each will agree at all times
to only promote within the Oregon Executives Association that business
within their classification or subclassification.
Section 5. Any
active member, upon application to the Board, may become
an honorary member, upon nomination by the Board and unanimous
approval of those present at the next regular board meeting.
(Reference Article IV, Section 2). An honorary member shall be allowed
to participate in all Oregon Executive functions. An honorary member shall
have no voting rights at membership or other business meetings of the
Oregon Executive Association.
ARTICLE V
Application for Membership and Grounds for Expulsion
Section 1. Written
application must be accompanied with the application fee and
submitted to the Executive Director.
Section 2. Application
will be published in the bulletin for two consecutive weeks
during which any objections to membership must be made in writing to the
Executive Director.
Section 3. Any
member objecting to an application must deliver his/her objection
in writing to the Board of Directors, in care of the Executive Director,
before the date of the next regularly scheduled membership meeting following
the second publication of the notice of application. The Board of Directors
shall consider and decide the matter of any written objection to an application
at its next regularly scheduled board meeting.
Section 4. If
no timely written objection to an application is filed, the
membership committee will investigate the applicant and interview the applicant
at his/her place of business. The membership committee will report its
findings and recommendation to the Board of Directors or the Executive
Committee. The Board of Directors or the Executive Committee, having considered
the findings and recommendation of the membership committee, will instruct
the membership committee on what further action to take.
Section 5. If
the Board of Directors or the Executive Committee instructs
the membership committee to proceed with the application,
an interview will be scheduled with the applicant and the Board of Directors.
After the interview, the Board of Directors will conduct
a written ballot accepting or rejecting the applicant. Applicant will
be notified of the results by the membership committee.
Section 6. Members
may be expelled by the Board of Directors for non-payment of
fees and charges, non-attendance of fifty percent (50%) of the scheduled
meetings in a calendar quarter, for any infraction of these By-Laws, or
for conduct that is not in the best interest of the Association.
ARTICLE VI
Fees and Charges
Section 1. The
application fee of prospective members shall be such sum as
the Board of Directors shall authorize, which said fee shall accompany
the application for membership.
Section 2.
(a)
The charges for active members shall be due per quarter in
such sum as may be voted by the membership at a regular meeting, and shall
be payable in advance.
(b)
The charges for honorary members shall be $25.00 per annum,
or such sum as may be voted by the membership at a regular meeting, and
shall be payable in advance. An honorary member shall pay the applicable
charges for attendance at luncheon meetings and social events.
Section 3. Any
member in arrears for any outstanding balance for fees and
charges shall be liable to expulsion by the Board of Directors,
but no member shall be expelled for non-payment until after thirty (30)
days notice by certified mail shall have been given.
Section 4. Invoices
for quarterly association fees and all other charges will be
mailed to each member business by the first day of the final
month of each calendar quarter--i.e. December, March, June and September.
Section 5. Payments are due on the first day of each
calendar quarter--January, April, July and October.
Section 6. Accounts are considered delinquent if payment
is not received by the 15th day of the first month of each
quarter. A late fee is added to the billing.
Section 7. Member firms shall be called if delinquent
by the Member Relations Chairman or the Executive Director.
Section 8. If full payment for the current quarter
is not received by the last day of the first month of each
quarter, the membership is suspended. Member firm representatives
are prohibited from attending meetings. Notice of suspension is mailed
by registered mail. The member's category is then considered "open" and
new applications for the category may be received.
Section 9. The member is then liable for expulsion,
in conjunction with these By-Laws, and may be expelled for
non-payment of any outstanding balances by the Board of Directors after
the 30-day notice requirement is met.
Section 10. Any request for exception to the above
policy should be submitted in writing to the Member Relations
Chairman or Executive Director in advance of each calendar quarter.
Exceptions shall be granted only by majority vote of the Executive Committee
of the Association.
ARTICLE VII
Officers
Section 1. The officers of this Corporation shall be
President, Vice President and seven (7) Directors.
Section 2. The President and Vice President shall be
elected by the membership at a regular meeting in the month
of December of each year and shall hold office for the ensuing year, or
until their successors are duly elected and qualified, and shall by virtue
of said office be members of the Board of Directors during their continuance
in office.
ARTICLE VIII
Directors
Section 1. The President and Vice Presidents shall
by virtue of the offices, be members of the Board of Directors,
and shall serve for the period for which they have been elected.
Section 2. The retiring President shall serve as Chairman
of the Board of Directors for a period of one year from the
date of his/her retirement as President.
Section 3. The Board of Directors shall consist of
not less than ten (10) members - President, Vice President,
Vice President, immediate Past President, and seven (7) Directors, and
may include up to two (2) Past Presidents. At all meetings of the Board
of Directors, each member of the Board present, except the Executive Director,
shall have one vote.
Section 4. The officers named in Sections 1 and 2 shall
hold office for a one (1) year term, terminating December 31st,
or when successors have been elected and qualified. The seven (7) Directors
shall hold office for one year commencing the first meeting of the month
following their election.
Section 5. Six (6) members of the Board of Directors
shall constitute a quorum.
Section 6. A vacancy on the Board of Directors shall
be filled for the remainder of the term by a majority vote
of the Board of Directors at its next regularly scheduled meeting.
Section 7. Any Director may be suspended or expelled
from office at the discretion of the Board of Directors for
non-attendance of three (3) or more consecutive regularly scheduled meetings
of the Board; if sufficient excuse for such absence is not presented to
the Board of Directors.
Section 8. The immediate Past President shall serve
as Chairman of the Board of Directors and shall immediately
convene the Board of Directors and organize same. Such additional officers
as may be deemed necessary may be provided by the Board. The Chairman shall
preside at all meetings of the Board of Directors, and shall have authority
to call special meetings when considered necessary.
Section 9. The Board shall prescribe its own Order
and Rules of procedure.
Section 10. The Directors shall hold regular meetings
and such special meetings as the interest of the corporation
may require. Special meetings shall be called by the Chairman at the request
of three (3) or more Directors by timely notice given or sent to each Director.
ARTICLE IX
Powers of the Board of Directors
Section 1. The Board of Directors shall have in addition
to those otherwise set forth, the following powers. It shall
have general supervision over the affairs of the corporation, and have
charge of its business management, subject to these By-Laws and the direction
of the membership. It shall have power to call special meetings of the
membership when deemed necessary. Not less than two (2) days notice in
writing shall be given of said meetings. The purpose of such special meetings
shall be set forth in said notice, and only special matters as noted therein
shall be considered.
ARTICLE X
Duties and Powers of the President
Section 1. The President shall preside at all meetings
of the membership and shall be entitled to vote. The President
shall appoint all standing and special committees from the membership and
shall have authority to call special meetings at any time.
Section 2. The President shall require all bills other
than those for regular operation to be presented to the Board
of Directors for approval before payment. No special obligations shall
be incurred unless previously approved by the Board of Directors.
ARTICLE XI
Vice President
Section 1. The Vice President shall preside at all meetings in the absence
of the President and shall be vested with all powers and perform all duties
hereinabove specified as belonging to the President. In addition, the Vice
President shall be responsible to see that the official minutes of all
meetings are recorded. The Vice President shall also serve as chairperson
of the finance committee.
ARTICLE XII
Executive Director
Section 1. The Office of Executive Director shall be
held by one person and may be filled by a person not a member
of the association.
Section 2. The Executive Director shall be selected
by the Board of Directors at its first meeting after each election
and shall serve at the pleasure of the Board until a successor has been
qualified and selected.
Section 3. The Executive Director may be removed by
a majority vote of the Board of Directors.
Section 4. The Executive Director shall serve as secretary
for the Board of Directors. It shall be the duty of the Executive
Director to keep minutes of all meetings of the membership and of the Board
of Directors; to keep accurate records of all business information turned
into the office and to notify promptly, either by bulletin, letter, or
telephone, the member or members entitled to said information and to maintain
and preserve a correct roll of membership.
Section 5. The
Executive Director shall serve as treasurer for the Board of
Directors. It shall be the duty of the Executive Director to receive all
moneys paid into the corporation and to deposit same in a bank or banks
to be designated by the Board of Directors; to present to the Board of
Directors for approval at their special or regular meeting, all bills other
than those for normal operation of the corporation. The Executive Director
shall see that all bills are promptly paid; collect all fees and charges;
make a report of his/her work at each semi-annual meeting of the membership;
and to perform such other duties as may from time to time be authorized
and directed by the Board of Directors.
Section 6. The
Executive Director shall turn over all books, papers, and other
property of the corporation to his/her successor as soon as said successor
shall have been duly qualified.
ARTICLE XIII
Duties of the Members
Section 1. Business
networking and the opportunity to learn about business information
opportunities among the members, in particular at weekly
membership meetings, are the main objectives of the corporation. Regular
attendance at the weekly membership meeting is of vital importance to
the objectives of the corporation and to the continued existence of the
Oregon Executives Association..
Section 2. Members
shall attend all regular membership meetings (See Article V,
Section 6) and shall serve on committees when appointed by the President.
Section 3. Each
member is encouraged to share with other members business information
and opportunities, which in the sole discretion of the member, he/she determines
to be of interest to other members, when such information is
not privileged, confidential or otherwise protected from disclosure..
Section 4. No
business information emanating from the members shall be divulged
to any non-members.
Section 5. The
referral of business opportunities and/or the sharing of appropriate
business information and opportunities among the membership is not a condition
of membership and continued participation in the corporation. Nothing published
in these bylaws, corporate minutes, newsletters, brochures,
websites, application forms or other publications is intended to require
referrals, reciprocal or otherwise, as a condition of membership.
Section 6. All
duties imposed by these bylaws and all procedures for reporting
business opportunities and transaction information to the membership are
superceded by all rules of ethics, nondisclosure, privilege, privacy rights
and obligations of a professional or business member. Each member has sole
discretion and responsibility to decide what is appropriate information
to share with the corporation and the membership..
ARTICLE XIV
Committees
Section 1. The
President shall appoint all special and standing committees
necessary and essential to carry on the business of the corporation.
Section 2. There
shall be the following standing committees:
(a) MEMBERSHIP
COMMITTEE: This committee shall consist of not less than
three (3) members and shall be chaired by a member of the
Board of Directors. It shall initiate new membership promotions subject
to approval of the Board of Directors. It shall investigate all applications
for membership, and protests thereof, and make its findings and recommendations
to the Board of Directors.
(b) BUSINESS
OPPORTUNITIES COMMITTEE: This committee shall consist of not
less than three (3) members and shall be chaired by a member of the Board
of Directors. It shall represent as nearly as possible different kinds
of general business or professions. It shall have general jurisdiction
under the direction of the Board of Directors to encourage quality business
opportunities and information among the membership.
(c) ATTENDANCE
COMMITTEE: This committee shall consist of not less than three
(3) members and shall be chaired by a member of the Board of Directors.
It shall investigate the attendance of members and make recommendations
from time to time for the purpose of increasing same.
(d) MEMBER
RELATIONS COMMITTEE: This committee shall consist of not less
than three (3) members, and shall be chaired by a member of the Board of
Directors. It shall investigate charges made by any member against another
member, and shall report its findings to the Board.
(e) PROGRAM
COMMITTEE: This committee shall consist of not less than three
(3) members and shall be chaired by a member of the Board of Directors.
It shall arrange programs subject to the approval of the Board of Directors.
(f) FINANCE
COMMITTEE: This committee shall be chaired by the President
and consist of not less than three (3) members. It shall make a quarterly
report of the accounts of the Executive Director and present the same to
the Board of Directors.
(g) EXECUTIVE
COMMITTEE: This committee shall be chaired by the President
and shall consist of not less that three (3) members including the President,
Vice President and Chairman of the Board. The committee shall meet not
less than once a month and special meetings may be called at any time by
the President.
(h) NOMINATING COMMITTEE: This committee shall be chaired by the Chairman
of the Board and shall consist of not less than four (4) members, including
the Chairman of the Board, one (1) Director not serving as an officer,
and two (2) members from the general membership. This committee shall be
convened no later than November 1 each year and its duty shall be to solicit
and select nominees for the positions of officers and directors of the
corporation for the ensuing year.
(i) ORIENTATION COMMITTEE: This committee shall consist of not less than
three (3) members and shall be chaired by a member of the Board of Directors.
It shall acquaint each new member with the rules, procedure and correct
etiquette for members of the corporation and shall conduct the formal installation
of new members.
(j) SPECIAL EVENTS COMMITTEE: This committee shall consist of not less
than three (3) members and shall be chaired by a member of the Board of
Directors. It shall arrange special events for the membership subject to
the approval of the Board of Directors.
ARTICLE XV
Meetings and Quorums
Section 1. Regular
meetings of the membership shall be held on each Wednesday
at such time and place as shall be determined by the Board of Directors
and announced by the Executive Director.
Section 2. Notice
of special meetings and the subject thereof shall be mailed
to each member in good standing at least two (2) days in advance of meeting.
Section 3. General
Membership meetings may be cancelled when evening meetings
are held.
Section 4. Twenty-five
(25) or more members or alternates in good standing and present
in person shall constitute a quorum at any regularly scheduled meeting.
Section 5. The
corporation shall hold semi-annual membership meetings at the
discretion of the President. The purpose of the membership meetings is
to receive reports of all committees and to inform the members of all pertinent
information. This meeting will be open to members only.
ARTICLE XVI
Term of Corporation and Proprietary Interest of Corporate Assets.
Section 1. The
duration of this corporation shall be perpetual.
Section 2. No
member shall have any right, title or interest in the assets
of the corporation.
Section 3. In
the event of the dissolution of this corporation, all assets
shall be converted to cash and deposited in the corporate treasury. The
proceeds in the treasury will be donated to a non-profit charitable organization
selected by the Board of Directors.
ARTICLE XVII
Order of Business
Section 1. The
order of business shall be at the discretion of the President.
However, as a guideline the following should be included in the order of
business:
(a) Flag
Salute
(b) Acknowledgement
of guests
(c) Reports
of officers or outstanding committees
(d) Announcements,
testimonials, information and opportunities session
(e) Introduction
of the Chairman of the Day
(f) Introduction
of the Speaker of the Day
(g) Adjournment
ARTICLE XVIII
Rules of Order
Section 1."Robert's
Rules of Order" shall be the parliamentary guide of the corporation
and the Executive Director shall provide a copy thereof
for reference.
ARTICLE XIX
Amendments
Section 1. These By-Laws
may be amended at any meeting of the Board of Directors by
a two-thirds (2/3) vote of the entire Board. The Executive Director shall
be given at least five (5) days written notice that such matters will be
considered at the board meeting.
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