NOTE: Deletions are denoted by strikeout characters and
insertions are underlined.
The name of this corporation is Wallowa County Business Facilitation.
Section 1. Principal Office. The principal office of the Corporation
shall be located in Wallowa County, Oregon.
The Board of Directors may change the location of the
principal office from time to time by amending this Section.
Section 2. Other Offices. The Corporation may establish and maintain such other offices as the Board of Directors deems necessary to advance the purpose of the Corporation.
Section 1. General. The purpose of this Corporation shall be to assist people in transforming their passionate ideas into viable new or expanding businesses by promoting local entrepreneurship and innovation, empowering individuals to fulfill their dreams, assisting in the startup, improvement, or expansion of businesses in all sectors, including agriculture, forestry, tourism, and value-added manufacturing, and increasing the capacity within our community to meet the challenges of changing economic and social conditions.
Section 1. General. The Corporation shall have no voting members. However, the Board of Directors from time to time may establish one or more classes of nonvoting members on such terms and conditions as the Board in its discretion deems advisable.
Section 1. Power of the Board. All corporate powers shall be executed by, or under the authority of, and the business of the Corporation shall be managed under the direction of, the Board of Directors.
Section 2. Qualification of Directors. All directors must be individuals eighteen (18) years of age or older.
Section 3. Number of Directors. The number of Directors of the Corporations shall be not less than fifteen (15) and not more than forty-five (45). The Board of Directors may designate the number of directors, within the minimum or maximum.
Section 4. Selection and Term of Office. Directors shall serve for terms of three years. Directors shall be selected at the annual meeting of the Board of Directors; however, the Board of Directors may choose to select additional members during a regular meeting of the Board of Directors. Directors may serve as many consecutive terms as they are selected to serve. Despite the expiration of a Director’s term, the Director shall continue to serve until the Director’s successor is selected and qualifies, or until there is a decrease in the number of Directors.
Section 5. Chair of the Board. The Board of Directors shall select a Chair of the Board to serve for a term of two years. The Vice-Chair of the Board of Directors shall automatically succeed the Chair. The Chair will preside at all Board Meetings, supervise the officers of the Corporation and set the agenda of the meetings, with the assistance of the Wallowa County Business Facilitator (see Section 7 below).
Section 6. Vice-Chair. In the absence of the Chair, or in the event of the Chair’s inability or refusal to act, the Vice-Chair shall perform all the duties of the Chair, and when so acting shall have all the powers of, and be subject to all the restrictions on, the Chair.
Section 7. Facilitator. The primary agent of the Corporation shall be called the Wallowa County Business Facilitator (henceforth referred to as the Facilitator). This person will carry out the purposes and objectives of the Corporation by giving free and confidential coaching and assistance to people who want to start or expand a business in Wallowa County, and additional duties as determined by the Board. The Facilitator will be the foremost public representative of the Corporation, and shall embody its purposes and objectives.
Section 8. Duties of the Board. The Board of Directors of Wallowa County Business Facilitation has two duties or functions: 1) governance of the Corporation, and 2) direct support of the project and of the Facilitator. The Board is thus a working Board and support team.
1) In regard to governance of the corporation, the Board of Directors shall:
Retain, set compensation, determine duties, review performance, and dismiss the Facilitator, whose task is to carry out the specific objectives and purposes of the Board, as stated above.
Assure that the Facilitator performs his or her duties according to the standards of the fiscal agent(s) and within the specific objectives and purposes of the Board.
Maintain the confidentiality of Wallowa County Business Facilitation client information provided to the Board by the Facilitator (client information collected by the Facilitator is private/confidential information or trade secret information). Each board member must have read and signed the Nondisclosure Agreement adopted by the Board of Directors before attending any meeting that includes a report by the Facilitator.
2) In regard to direct assistance and support, each Director shall:
Provide direct assistance and support to the project and to the Facilitator by mobilizing skills and resources, providing information, contacts, know-how, and guidance. This provision, however, is voluntary, and is not binding in each and every case.
Avoid the appearance of conflict of interest. Providing services to a client of the Facilitator and the project for a fee, though not illegal or forbidden, gives the appearance of self-interest. When confronted with potential conflicts, board members shall identify the conflict and remove themselves from the discussion and the decision on the matter.
Introduce the Facilitator to Wallowa County residents, in such numbers and at such times as required by agreement of the Board.
Section 9. Vacancies. A vacancy in the Board shall exist upon the death, resignation, or removal of a member of the Board of Directors. The Board of directors at any meeting may fill a vacancy on the Board. Each Director so elected shall hold office for the unexpired term of his or her predecessor. If the Board of Directors accepts the resignation of a Director tendered to take effect at a future time, the Board may select a successor to take office upon the effective date of the resignation.
Section 10. Resignation. A director may resign at any time by delivering written notice to the Chair of the Board of the Corporation. A resignation is effective when notice is effective, unless a later date is specified.
Section 11. Removal. A Director may be removed, with or without cause, by the Board of Directors at a special meeting called for that purpose, or at any regular meeting, provided that notice of the meeting and the removal question are given as provided in these Bylaws.
Section 12. Meetings. An annual meeting of the Board of Directors shall be at a time and place designated by the Board of Directors. If the time and place of any other directors’ meeting is regularly scheduled by the Board of Directors, the meeting is a regular meeting. All other meetings are special meetings. The Chair, any officer of the Corporation or any five Directors then in office may call a special meeting of the Board. The Board must hold meetings, whether annual, regular or special, within Wallowa County, Oregon. Meetings of the Board of Directors involve sensitive information; therefore, visitors will be allowed to attend a meeting of the Board of Directors only if all three of the following are complied with:
Invited by a business owner receiving assistance at that particular meeting; or suggested to the Chair by a Board Member or the Facilitator, prepared before the meeting with background material; and
Approved by the Chair; and
The visitor has signed a Nondisclosure Agreement.
Section 13. Notice of Meetings. The annual meeting of the board of Directors must be preceded by not fewer than fifteen (15) nor greater than thirty-five (35) days notice to each Director of the date, time, and place of meeting. If Special Meetings are held outside the regular meeting times and dates as determined by the Board, they must be preceded by ten (10) days notice, if by first class mail, or seventy-two (72) hours if delivered personally or given by telephone, e-mail or facsimile transmission to each Director of the date, time and place of the meeting. Notice shall include the purpose of the meeting.
Section 14. Quorum of Directors and Decisions. One-third of the Board of Directors in office immediately prior to the beginning of the meeting shall constitute a quorum for the transaction of business of the Board. Except as otherwise provided in these Bylaws, the decision of the Directors present at the meeting, if a quorum is present, shall be the act of the Board of Directors.
Section 15. Decisions by Consensus. The Board shall make its decisions by consensus rather than voting. Consensus is here defined simply as a decision that is inclusive of every participant. The Chair and the Directors bear the responsibility of creating and maintaining a respectful meeting environment, encouraging all present to get their voice in the room by moderating competition for verbal space and giving equitable opportunities for discussion.
Should the Board be unable to make a decision based on consensus, a Special Meeting shall be called in accordance with the noticing provisions of Section 13. The Board shall try again to reach a decision by consensus. If the Chair feels that this effort has failed, a vote may be called if a quorum of Directors is in attendance, and the decision reached by majority opinion of those present.
Section 16. Attendance. Board Members may be removed from the Board of Directors for lack of attendance. Any member who is absent, without prior approval from the Chair, from three (3) consecutive regularly scheduled meetings may be removed at the discretion of the Chair.
Section 17. Action Without Meeting. An action required or permitted to be taken at a Board of Directors’ meeting may be taken without a meeting if all the members of the Board of Directors in office take the action at the time the action is proposed. The action shall be evidenced by a Memorandum of Action describing the action taken, signed by the Directors, and included in the minutes or filed with the corporate records reflecting the action taken. An action taken under this Section is effective when all the Directors sign the Memorandum of Action, unless the Memorandum of Action specifies an earlier or a later effective date. A consent under this Section has the effect of a meeting decision and may be described as such in any document.
Section 18. Compensation. Directors and members of committees of the Board serve on a voluntary basis. They may receive reimbursement for such expenses as may be determined by resolution of the Board of Directors to be just and reasonable pursuant to their activity as Directors. Directors shall not otherwise be compensated for service in their capacity as Directors.
Section 1. Committee Authorization. The Board of Directors may create one or more committees of the Board of Directors and appoint members of the Board and the public to serve on them. Each committee shall consist of at least one member of the Board of Directors, who serves at the pleasure of the Board. The creation of a committee and the appointment of its members must be approved by a duly adopted resolution of the Board of Directors.
Section 2. Restrictions of Authority. Committees of the Board of Directors may, to the extent specified by the Board of directors, exercise the authority of the Board of Directors: provided, however, that no committee may:
Authorize expenditures;
Authorize any contract or agreement;
Approve dissolution, merger, or the sale, pledge, or transfer of any of the corporate assets;
Select, appoint, or remove directors or fill vacancies on the Board or any of its Committees;
Adopt, amend, or repeal the Articles of Incorporation or the Bylaws of the Corporation.
Section 1. Appointment; Qualifications. The Board of Directors shall appoint a Chair, a Vice-Chair, a Secretary and a Treasurer of the Corporation, and such other officers that the Board deems necessary for the operation of the Corporation. Officers must be members of the Board of Directors of the Corporation. The same individual may hold two offices simultaneously.
Section 2. Term of Office. The Board of Directors shall fix the term of office. An officer may be removed, either with or without cause, at any time by the Board of Directors. An officer may resign at any time by delivering notice to the Board of Directors. A resignation is effective when notice is effective unless the notice specifies a later effective date. If a resignation specifies a later effective date and the corporation accepts the effective date, the Board of directors may fill the pending vacancy before the effective date if the Board of Directors specifies that the successor does not take office until the effective date.
Section 3. Secretary. The Secretary shall:
Keep the minutes of all meetings of the Board of Directors as relates to Board attendance and governance issues;
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
Be custodian of all official corporate documents the execution of which on behalf of the Corporation is authorized by law or these Bylaws;
In general, perform all duties incident to the office of Secretary and such other duties as from time to time are assigned to the Secretary by the Chair or the Board of Directors.
Section 4. Treasurer. The Treasurer shall:
Serve as Chief Financial Officer;
Report to the Board of Directors of the corporation.
Keep and maintain, or cause to be kept and maintained, adequate and correct books of account of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, and disbursements;
Disburse, or cause to be disbursed, the funds of the Corporation as directed by the Board of Directors and Chair, complying with procedures for proper endorsement of all instruments, and taking proper vouchers for such disbursements;
Monitor Contract funds paid to the Facilitator;
Exhibit at all reasonable times the books of account and financial records to any director of the corporation on request thereof;
Render to the Directors and Chair, whenever requested, an account of any and all of the Treasurer’s transactions and of the financial condition of the Corporation;
Prepare and certify, or cause to be prepared and certified, the financial statements to be included in any required reports;
In general, perform all duties incident to the office of Treasurer and such other duties as from time to time are assigned to the Treasurer by the Chair or the Board of Directors.
Section 1. Contracts. The Board of Directors and only the Board of Directors, may authorize contracts to execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 2. Checks and Notes. All checks, drafts, or orders for payment of money, notes or other evidence of indebtedness issued in the name of the Corporation for greater than $3,000 shall be signed by two of the following three people: Chair of the Board, the Treasurer, or the Secretaryof the Corporation. All checks, drafts, or orders for payment of money, notes or other evidence of indebtedness issued in the name of the Corporation for $3,000 or less should be signed by one of the following people: Chair of the Board, the Treasurer (or his/her delegate), or the Secretary of the Corporation.
Section 3. Deposits. All funds of the Corporation shall be deposited to the credit of the Corporation in such depositories as the Board of Directors may select.
Section 4. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise to support and to be limited to the general purposes or to any specific purpose of the Corporation as defined in Article III, Section 1 of these Bylaws.
Section 5. Loans to or Guaranties for Directors and Officers. The Corporation may not lend money to or guarantee the obligation of a director or officer of the Corporation; provided, however, that the corporation may advance money to a director or officer of the Corporation for expenses reasonably anticipated to be incurred in the performance of the duties of such director or officer if, in the absence of such an advance, such director or officer would be entitled to be reimbursed for such expenses by the Corporation.
Section 1. Maintenance of Corporate Records. The Corporation shall keep at its principal office in the State of Oregon:
Minutes of all meetings of the Board of Directors, and of committees having any authority of the Board of Directors, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given and the names of those present and the proceedings thereof.
Adequate and correct books accounting for its properties, business transactions, assets, liabilities, receipts, and disbursements.
A copy of the Articles of Incorporation and the Bylaws as amended to date, which shall be open to inspection at all times during office hours.
A copy of all official reports pertaining to the corporation.
Section 2. Corporate Seal. The Board of Directors may adopt, use, and alter, a corporate seal. Such seal shall be kept at the principal office under custody of the Secretary-Treasurer. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
Section 1. General. The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.
Section 1. General. The Corporation shall not discriminate in providing services, hiring employees, or otherwise upon the basis of gender, race, creed, marital status, religion, age or national origin.
Section 1. General. The Corporation may purchase and maintain insurance on behalf of an individual against liability asserted against or incurred by the individual as a result of serving as a director, officer, employee, or Facilitator of the Corporation. Provided, however, that the Corporation may not purchase or maintain such insurance to indemnify any director, officer, or employee of the corporation in connection with any proceeding charging improper personal benefit to the director, officer, or employee was adjudged liable on the basis that personal benefit was improperly received by the director, officer or employee.
Section 1. General. Except as otherwise provided by law, these Bylaws may be altered, amended, or repealed and new Bylaws adopted by at least two-thirds majority of the Board of Directors at any regular or special meeting. Notice requirements for the intention of altering, amending, repealing, or adopting new Bylaws shall be the same as notice requirements for Special Meetings of the Board of Directors as specified in these Bylaws at Article V, Section 12.
Whenever an amendment or new Bylaw is adopted, it shall be copied in the corporate minutes book and added to the appropriate place of the original bylaws. If any bylaw is repealed, the fact of repeal and the date on which the repeal occurred shall be stated in such book and in the appropriate place of the original bylaws.
Section 1. Procedure. Dissolution of the Corporation must be approved by a decision of at least two-thirds of the Board of Directors in office at the time dissolution is approved. The Corporation must provide notice of any meeting of the Board at which dissolution is to be considered. The notice must state that the purpose, or one of the purposes, of the meeting is to consider dissolution and contain, or be accompanied by, a copy or summary of the plan of dissolution.
Section 2. Distribution of Assets. No persons shall be entitled to share in
the distribution of, and shall not receive, any of the corporate assets upon
dissolution of the Corporation. All Directors of the Corporation shall be
deemed to have expressly consented and agreed that on such dissolution of the
affairs of the Corporation, whether voluntary of involuntary, the assets of the
corporation, after all debts have been satisfied, then remaining in the hands
of the Board of Directors, shall be distributed as required by the Articles of
Incorporation of this Corporation and not otherwise.
We, the undersigned, are all the current Officers of the Wallowa County Business Facilitation, and we hereby affirm that the Board of Directors have adopted the foregoing Bylaws, consisting of 9 pages, as the Bylaws of the Wallowa County Business Facilitation.
These new Bylaws are effective as of the date of the last to sign Officer.
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Chair
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Vice-Chair
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Secretary
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Treasurer