COLUMBIA GORGE EARTH CENTER
ARTICLE I: PURPOSE
The Columbia Gorge Earth Center (hereinafter referred to as "CGEC") is an Oregon nonprofit corporation. As an environmental clearing house and communication forum, CGEC promotes an understanding of the interconnection between the ecology, economy and community of the Columbia River Gorge.
ARTICLE II: SUPPORTERS CGEC shall have no members, as defined in ORS 65.001(22)(a) (Oregon's Nonprofit Corporations Act). Individuals and entities who wish to support CGEC may make contributions of cash or property, and may participate in planning and activities as provided by the Board of Directors. Any persons who contribute or participate shall be referred to as "Supporters."
ARTICLE III: BOARD OF DIRECTORSSection 1. Composition of the Board. a. Composition of the Board. The number of Directors shall be at least three (3) but no more than fifteen (15). b. The term of each Director shall be three years unless terminated by his or her death, resignation or removal. Directors shall serve staggered terms, with approximately one-third of the Directors elected in a given year. c. Any vacancy in the Board of Directors may be filled by the affirmative vote of a two-thirds majority of the remaining Board members in office. d. A Director may resign at any time by giving written notice to the President.
e. A Director may be removed for cause by a two-thirds vote of the Board. Section 2. Appointment. a. Appointments will be made by the Board of Directors. In considering candidates, the Board shall strive to represent the different interests of Supporters, and seek gender balance and cultural diversity. b. Candidates shall be nominated at Board meetings in which a quorum exists, and appointments shall be made at that time for terms beginning with that meeting. Section 3. Voting. a. Each Director shall have one vote. b. A quorum shall consist of a majority of Directors. c. Decisions shall be by a majority vote. An attempt shall be made in each case to reach consensus before taking a vote. d. A Director may vote by a proxy that is executed by phone or in writing or by email by that Director, appointing another Director to vote for the absent Director Section 4. Meetings. a. The annual meeting of the board shall be held on the 1st Wednesday of October of each year, beginning with the year 2001, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Corporation. b. The time and place of all meetings shall be designated by the President or by the Board of Directors. Special meetings may be called by the President or by a majority of the Board. c. At least ten (10) days' notice shall be given to each Director of all meetings. Notice shall specify the time, date and place of the meeting. The Director's attendance at a meeting constitutes a waiver of the notice requirement unless the Director specifically objects and has such objection noted in the minutes. Section 5. Conflict of Interest. Each Director shall disclose their personal interest, if any, when discussing any issue that may provide a conflict. Section 6. Powers and Duties. The Board of Directors shall: a. Formulate and/or systematically evaluate policies and priorities necessary to achieve the purposes of CGEC which are in compliance with Section 501(c)(3) of the Internal Revenue Code; develop and/or approve an annual program plan, identifying needs of the organization, projects and priority issues; establish and empower such committees as deemed necessary or convenient to carry out the policies and functions designated by the Board of Directors. Furthermore, Board will concern itself with broader policies pertaining to the mission, goals and general direction of its own programs, while refraining from direct involvement in daily operations, management practices, or personnel issues of its programs, unless requested by program directors or otherwise in agreement with any board-approved polices of the programs themselves, or unanimously deemed necessary by board to fulfill their fiscal and/or legal responsibility to the organization (ex. GRC Handbook, which provides for Board intervention, in the event of a personnel complaint against the GRC manager). b. In advance of each fiscal year, develop and annually evaluate both a strategic one-year plan and a long-range plan; provide continuity and perspective to the organization and ensure that needs of Supporters are being met. Prior to the start of the next fiscal year, develop and approve an annual budget and a annual fundraising plan which includes a diversity of funding sources; assist with fundraising activities, review and discuss financial reports and significant contract d. Amend the bylaws, dissolve or merge the corporation in accordance with other provisions in the Bylaws. e. Authorize any officer, agent or agents of the corporation to represent or speak for the corporation. f. Authorize any officer, agent or agents of the corporation to enter into any contract and execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or specific. g. Determine from time to time such officers or agents as may be empowered to sign checks drafts, notes or other evidence of indebtedness in the name of the corporation. h. Select banks or other depositories in which the assets of the corporation will from time to time be deposited to the credit of the corporation. i. Accept on behalf of the corporation any contributions, gifts, bequests or devise for general purposes or for any special purposes of the corporation. Section 7. Telephone or email Meeting and Decision by Unanimous Consent. a. Meetings by email or telephone conference call shall be permitted if prior notice has been given to all directors and if a quorum of directors is available simultaneously by telephone. Minutes of telephone meetings shall be kept. b. If Board members are unanimous in consenting to an action, the action may be taken without a formal meeting. Written consent of all Directors must be in possession of the secretary.
ARTICLE IV: OFFICERSSection 1. Officers and Election. The officers of the corporation shall be President, Secretary and Treasurer. Such other officers and agents as may be deemed necessary, including vice-president, may be elected or appointed by the Board of Directors. The officers shall be elected for a term designated by the Board of Directors to perform the duties and exercise the powers of the office. Any two or more offices may be held by the same person. The officers shall hold office until their successors are chosen and qualified. The officers must be Directors of the corporation. Section 2. Removal and Vacancies. Any officer may be removed at any time by a two-thirds majority vote of the Directors. In case of any vacancy for any reason, the Board of Directors shall have the power to fill the position for the remainder of the term of office. Section 3. Duties and Powers. The officers may be authorized by the Board of Directors to enter into and execute on behalf of the corporation contracts, leases, debt obligations, and all other forms of agreements or instruments permitted by law, the articles of incorporation or these Bylaws; except where such documents are required by law to be otherwise signed and executed, or where the signing and execution thereof shall be exclusively delegated to some other agent of the corporation. Section 4. President. The President shall be the chief operating officer of the corporation, shall perform such duties as are assigned by the Board of Directors, shall preside over Board meetings, and shall supervise and control all of the affairs of the corporation in accordance with any policies and directives approved by the Board of Directors Section 5. Vice President. The Vice President, subject to the control of the President and the Board of Directors, shall perform such duties as are assigned. The Vice President shall preside at meetings in the absence of the President. Section 6. Secretary. The secretary shall be responsible for making or causing to be made an accurate record of the proceedings of all meetings of the Board of Directors and all actions of the corporation as the Board of Directors shall determine. The Secretary shall be responsible for distribution of these records or minutes to the Board of Directors. The Secretary shall have custody of all books, papers, and records of the corporation except those which shall be in the custody of some other authorized person, and shall give or cause to be given all notices as in accordance with these Bylaws or as required by law. The Secretary shall perform such other duties as are assigned by the Board of Directors. Section 7. Treasurer The Treasurer shall lead the Board of Directors in the performance of their financial management responsibilities. The Treasurer shall have custody of the corporation's funds and securities and shall keep, or cause to be kept, full and accurate accounts of all receipts and disbursements except such as shall be in the possession of some other authorized person. The Treasurer shall account for or cause to be accounted for all of the corporate transactions and the financial situation of the corporation at all meetings. The Treasurer shall have such other duties as may be assigned by the Board of Directors.
ARTICLE V. EXECUTIVE COMMITTEESection 1. Composition. The Board of Directors may appoint an executive committee of five members who shall be empowered, by Board resolution, to take executive action between regular Board meetings. The executive committee shall conform with the provisions of ORS 65.354. Section 2. Voting. A quorum shall consist of at least four of the five executive committee members. Four votes are required to carry a motion in the executive committee.
ARTICLE VI. COMMITTEESSection 1. Committees.
The Board of Directors shall have the authority to establish such committees as may be necessary or convenient to carry on the affairs of the corporation. Standing committees may include the following: finance, nominations, program. Committees may be established to provide for local program priority recommendations, program oversight, and fundraising efforts. Section 2. Appointments. Appointments to the committees shall be made by the Board of Directors. Section 3. Duties. Unless otherwise designated in these Bylaws, the committees shall perform in an advisory capacity only.
ARTICLE VII. WAIVER Whenever any notice is required to be given under the provisions of these Bylaws, a waiver thereof in writing and signed by the persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Presence at the meeting in question shall constitute waiver.
ARTICLE VIII. INDEMNIFICATION The corporation does hereby indemnify to the maximum extent legally permissible, including advancement of expenses in accordance with statutory criteria, each Director and officer and former Director and officer of the corporation, against expenses (including attorney's fees), judgments and fines actually and necessarily incurred by him or her in connection with or arising out of any threatened, pending or completed claim, action, suit, proceeding, issue or matter of whatever nature, whether civil, criminal, legislation, administrative or investigative, in which he or she may be involved as a party or otherwise by reason of his or her being or having been such Director or officer.
ARTICLE IX. AMENDMENTS These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by a two-thirds vote of those Directors present at any properly constituted meeting following circulation of the proposed change to the Board of Directors at least two weeks in advance of the Board meeting at which the change will be voted on.
ARTICLE X. DISSOLUTION Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation in such manner and to such organization(s), organized and operated exclusively for purposes as shall at the time qualify as exempt under section 501(c)(3) of the Internal Revenue Code or corresponding provisions of future law, as the Board of Directors determines. | 
