AMENDED AND RESTATED BYLAWS
OF
OREGON ROAD RUNNERS CLUB
SECTION 1
OFFICES
The principal office of the corporation shall be at 4840 SW Western Avenue, Suite 200, Beaverton Oregon 97005. The directors may change the principal office from time to time by resolution of the board of directors.
SECTION 2
MEMBERS
2.1 Membership and Voting Rights. The corporation shall have one or more classes of voting members, as determined by the board of directors. The initial classes of voting members are as follows: individual memberships, which will have one vote per membership for matters properly coming before the membership for a vote, and family memberships, which will have two votes per membership for matters properly coming before the membership for a vote. However, the board of directors from time to time may establish other classes of voting or nonvoting members, on such terms and conditions as the board of directors deems advisable in its discretion.
2.2 Dues. The board of directors may set dues from time to time for one or more classes of its members, as the board of directors may determine. The dues amount may be different for different classes of members. Members will be considered to be in good standing, and a member of their class of membership, only if they are in current status in paying dues that are applicable to their class. Only members in good standing are entitled to attend and participate in any vote of members or any meetings of members or to serve in any of the corporation’s elective or appointive positions. The dues may include (without limitation) an assessment for amounts that the board of directors may determine from time to time to cover reasonable expenses incurred or expected to be incurred by the corporation in excess of its then current revenues and reserves.
2.3 Meetings. An annual meeting of members shall be held during the month of February (or such other month as may be selected by the board of directors for such meeting each year), at a time and place designated by the board of directors. If the time and place of any other members’ meeting is regularly scheduled by the board of directors, the meeting is a regular meeting. All other meetings are special meetings. Annual, regular, or special meetings of members may be held in or out of the State of Oregon.
2.4 Special Meetings. A special meeting of members may be called at any time by the President, or by a majority of the board of directors, or upon the receipt of a written request for a special meeting stating the purpose of the meeting from members having the right to cast at least the following number of votes at the meeting to be called: the lesser of twenty-five (25) votes or ten percent of the current number of voting memberships (whether individual or family), collectively.
2.5 Notice of Meetings. Written or printed notice stating the place, day, and hour of a meeting, and the purpose or purposes for which the meeting is called, shall be transmitted to all voting members not less than 10 nor more than 50 days before the date of the meeting. Such notice shall be given either personally or by mail or by electronic transmission if to such facsimile number or email address as a member may have provided to the corporation. Notices will be transmitted by or at the direction of the president or the secretary of the corporation or by the persons calling the meeting. Notices will be sent to each member entitled to vote at the meeting. Any facsimile transmission will be deemed to have occurred and be effective if transmitted during normal business hours in the State of Oregon (and, if not, then on the next Business Day in such State). Any facsimile or other computerized or email transmission of a notice will be sent in a manner that will record or return to the sender a notice of non-delivery or non-receipt at the address or number provided by the member. If transmitted in a manner permitted by these bylaws, the notice will be deemed to have been given on the date transmitted (or next Business Day, if transmitted other than during normal business hours in Portland, Oregon), and the corporation is not required to verify that the member itself received any notice, in order for the notice to be effective.
2.6 Quorum. At any meeting of the corporation, members having the right to cast at least the following number of votes at the meeting shall constitute a quorum: the lesser of fifty (50) votes or ten percent of the current number of voting memberships (whether individual or family), collectively.
2.7 Proxies. Every member entitled to vote or to execute any waiver or consent may do so either by its official representative or by written proxy duly executed and filed with the secretary of the corporation.
2.8 Required Vote. The vote of a majority of the voting rights entitled to be cast by the members present at a meeting, in person or by official representative or by proxy at a meeting at which a quorum is present, shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by law, the articles of incorporation, or these bylaws.
2.9 Action Without Meeting. Any action required or permitted to be taken at a members’ meeting may be taken without a meeting if the action is evidenced by a written consent describing the action taken, signed by all of the members, and included in the minutes or filed with the corporate records reflecting the action taken. A consent under this section has the effect of a meeting vote and may be described as such in any document.
2.10 Recall of Directors. All or any member of the board of directors of the corporation may be recalled (that is, removed from office as a director) at any time by an affirmative vote of a majority of the voting rights entitled to be cast by the members present at a meeting, in person or by official representative or by proxy at a meeting at which a quorum is present, unless a greater proportion is required by law.
SECTION 3
BOARD OF DIRECTORS
3.1 Powers. All corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, a board of directors.
3.2 Number and Qualifications. The board of directors shall consist of not fewer than six (6) nor more than fifteen (15) members, plus any Added Board Members as described in Section 3.15 below. During any period in which there are members of the corporation, a director must be a member in good standing of the corporation. The initial number of directors will be 13. The number of directors may be fixed or changed periodically, within the minimum and maximum, by the board of directors.
3.3 Election and Tenure of Office. Directors shall serve for a term of one year, two years, or three years, as determined by the board of directors at the time of election to office. Unless otherwise stated by the board of directors, the term of a director will be for two years commencing as of January 1. No officer will be elected for a current term that is longer than three years (but this limitation will not restrict the board of directors from re-electing a person as a director from time to time). The board of directors will use reasonable efforts to establish terms for its directors to the end that in no year will the terms of more than one-third plus one of the directors expire.
For positions of directors which are expiring, directors shall be elected at a regular meeting of the board of directors in November or December of each year (or, if not elected at such time, then at the annual meeting of directors), by vote of a majority of directors whose terms do not expire in that year. Despite the expiration of a director’s term, the director shall continue to serve until the director’s successor is elected and qualifies or until there is a decrease in the number of directors that has been approved by the board of directors.
During any period in which there are members of the corporation, the board will communicate to its members the number of director positions whose terms are expiring during that year and request that members contact the board of directors (a “self-nomination“) if the members are interested in being considered as a candidate to the board of directors. This communication will be made annually and can be included in a letter, notice, publication or newsletter of the corporation that is sent to its members. The board, or a committee of the board appointed for this purpose, will consider nominations of persons by other board members and all self-nominations that may have been received in the current calendar year in filling any open Board position and in the annual election of board members to fill board positions for directors positions whose terms are expiring. The provision of this paragraph will not restrict the board of directors from re-electing a person as a director from time to time, but no board member whose term is expiring will vote on whether to re-elect or replace himself or herself.
3.4 Vacancies. A vacancy in the board of directors shall exist upon the death, resignation, or removal of any director. A vacancy in the board of directors may be filled by the board of directors at any meeting. The board will have the authority to fill a vacancy without notice to board members that the action is on the agenda of the board meeting, but the board will take into consideration whether the action to fill the vacancy can be carried over to the next board meeting in order to allow the officers and directors of the corporation to seek the best candidate to fill the vacated position. Each director so elected shall hold office for the balance of 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, a successor may be elected to take office when the resignation becomes effective.
3.5 Resignation. A director may resign at any time by delivering written notice to the president or the secretary, except that no director may resign if that resignation would leave the corporation without any duly elected director. A resignation is effective when notice is effective under ORS 65.034 unless the notice specifies a later effective date. Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the board of directors.
3.6 Removal. A director may be removed, with or without cause, by a vote of two-thirds of the members of the entire board of directors either at a special meeting called for that purpose or at any regular meeting, provided that notice of the meeting and of the removal question are given as provided in Section 3.9.
3.7 Meetings. An annual meeting of the board of directors shall be held during the month of January (or such other month as may be selected by the board of directors for such meeting each year), 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 board of directors may hold annual, regular, or special meetings in or out of the State of Oregon. The board of directors may permit any or all of the directors to participate in a regular or special meeting by, or conduct the meeting through, use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
3.8 Action Without Meeting. An action required or permitted to be taken at a board of directors’ meeting may be taken without a meeting if the action is taken by all members of the board of directors. The action shall be evidenced by one or more written consent describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this section is effective when the last director signs the consent, unless the consent specifies an earlier or later effective date. A consent under this section has the effect of a meeting vote and may be described as such in any document.
3.9 Call and Notice of Meeting. The annual meeting of the board of directors must be preceded by not less than 10 days’ nor more than 40 days’ notice to each director of the date, time, and place of the meeting. Regular meetings of the board of directors may be held without further notice of the date, time, place, or purpose of the meeting. Special meetings of the board of directors must be preceded by at least seven days’ notice, if given by first-class mail, or 48 hours’ notice, if delivered personally or given by telephone, telegraph, facsimile or other telecommunication device capable of sending notices electronically (such as email) which has been designated by the director as one of the methods that can be used for communicating notices to the director. Notices sent by facsimile or other telecommunications device capable of sending notices electronically will be deemed received at the time transmitted if the transmission occurs during normal business hours for businesses in the State of Oregon and, if not, on the next business day for businesses in the State of Oregon. Any notice of a meeting will specify the date, time, and place of the meeting. Except as specifically provided in these bylaws, the notice need not describe the purpose of any annual or regular meeting. However, the notice of any special meeting shall describe the purpose of the meeting. The president or any three directors then in office may call and give notice of a meeting of the board.
3.10 Waiver of Notice. A director may at any time waive any notice required by these bylaws. A director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director, at the beginning of the meeting or promptly upon the director’s arrival, objects to holding the meeting or transaction of business at the meeting and does not thereafter vote for or assent to any action taken at the meeting. Except as provided in the preceding sentence, any waiver must be in writing, must be signed by the director entitled to the notice, must specify the meeting for which the notice is waived, and must be filed with the minutes or the corporate records.
3.11 Quorum and Voting. A quorum of the board of directors shall consist of a majority of the number of directors in office immediately before the meeting begins. If a quorum is present when the meeting begins, the affirmative vote of a majority of the directors present when the action is taken is the act of the board of directors, except to the extent that these bylaws require the vote of a greater number of directors. Directors may not vote by proxy. A majority of directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. Notice of an adjourned meeting need not be given unless the meeting is adjourned for more than 24 hours, in which case notice of the time and place shall be given before the time of the adjourned meeting to the directors who were not present at the time of the adjournment.
3.12 Board Committees. The board of directors may create one or more committees of the board of directors, including an executive committee, and appoint members of the board to serve on them or designate the method of selecting committee members. Each such committee shall consist of two or more committee members. At least one director will serve on each committee. Members of committees serve at the pleasure of the board of directors. The creation of a committee and the appointment of directors to the committee or designation of a method of selecting committee members must be approved by a majority of all directors in office when the action is taken.
3.13 Board Committee Powers and Procedures. The provisions of these bylaws governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors shall apply to committees of the board of directors and their members as well. 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 of the board of directors may:
(a) Authorize distributions;
(b) Approve dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation’s assets;
(c) Elect, appoint, or remove directors or fill vacancies on the board or on any of its committees; or
(d) Adopt, amend, or repeal the articles of incorporation or bylaws.
3.14 Other Committees. The board of directors may create one or more other committees. Members of these committees need not be members of the board of directors, but at least one director shall serve on each such committee. These committees shall have no power to act on behalf of, or to exercise the authority of, the board of directors, but may make recommendations to the board of directors
3.15 Added Board Members. Any person who is appointed to be an officer of the corporation as described in Sections 4.4 through 4.7 above (but excluding any assistants referenced in Section 4.8) and who was not already a member of the board of directors at the time of appointment as an officer, shall become a director of the corporation, ex officio, upon appointment as an officer, and shall serve as a director of the corporation for the term that the person holds the position as an officer (an “Added Board Member”). Upon resignation or removal or replacement of the Added Board Member as an officer, the Added Board Member will no longer be a member of the board of directors unless the person has been separately selected to be a director by the board of directors.
3.16 Compensation. Directors and members of committees may receive reimbursements of out-of-pocket expenses in accordance with policies or resolutions adopted by the board of directors. Directors shall not otherwise be compensated for service in their capacity as directors.
SECTION 4
OFFICERS
4.1 Designation; Election; Qualification. The officers of the corporation shall be a president, one or more vice-presidents, a membership secretary, a treasurer, a recording secretary, and such other officers as the board of directors from time to time shall appoint. If there is more than one vice president, the board will designate one of the vice presidents to be the administrative vice president, who will have authority to preside at the meetings of the board if the president is unable to attend and otherwise perform functions of the president in his or her absence. The president must be a member of the board of directors at the time of his or her appointment as president, but other officers need not be members of the board of directors at the time of his or her appointment. During any period in which there are members of the corporation, all officers must be members in good standing of the corporation. The officers shall be elected by, and hold office at the pleasure of, the board of directors. The same individual may simultaneously hold more than one office, except that the offices of president and secretary may not be held simultaneously by the same individual.
4.2 Term of Office.
(a) The terms of office of all of the officers of the corporation shall be fixed by the board of directors. Unless otherwise stated by the Board, the term of any officer will be for one year commencing as of January 1. No officer will be appointed for a current term that is longer than two years (but this limitation will not restrict the Board from re-appointing an officer to the same or different officer position).
(b) Any officer may be removed, either with or without cause, at any time by action of the board of directors.
(c) An officer may resign at any time by delivering notice to the president or the secretary. A resignation is effective when the notice is effective under ORS 65.034 unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the later effective date, the board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date. Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the board of directors.
4.3 President. The president shall preside at meetings of the board of directors, shall assure that the board of directors is advised on all significant matters of the corporation’s business, shall have all powers and duties ordinarily exercised by the president or the chair of the board of a nonprofit corporation, and shall have such other powers and duties as may be prescribed by the board of directors or the bylaws.
4.4 Vice-President. The vice-president or vice presidents shall perform such duties as the board of directors may prescribe. In the absence or disability of the president, the duties and powers of the president shall be performed and exercised by (a) the vice-president, if there is only one vice president, or (b) by the administrative vice president, if there is more than one vice president .
4.5 Membership Secretary. The membership secretary (sometimes also referred to as the “secretary”) shall keep the records of the members of the corporation. If the corporation has a seal, the secretary shall keep the seal in safe custody. The membership secretary shall have such other powers and perform such other duties as may be prescribed by the board of directors or these bylaws.
4.6 Treasurer. The treasurer shall be the chief financial officer of the corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation. The treasurer shall: (a) deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the board of directors; (b) disburse, or cause to be disbursed, funds of the corporation as may be ordered by the board of directors; and (c) have such other powers and perform such other duties as may be prescribed by the board of directors or these bylaws.
4.7 Recording Secretary. The recording secretary shall have responsibility for preparing minutes of meetings of the board of directors and for authenticating records of the corporation. The recording secretary shall keep or cause to be kept, at the principal office or such other place as the board of directors may order, a book of minutes of all meetings of the board of directors and of committees of the board of directors who have provided minutes to the recording secretary. The recording secretary shall have such other powers and perform such other duties as may be prescribed by the board of directors or these bylaws.
4.8 Assistants. The board of directors may appoint or authorize the appointment of assistants to a vice president, the secretary or treasurer, and/or any of them. Such assistants may exercise the powers of the vice president, secretary or treasurer to which they are an assistant, as the case may be, and shall perform such duties as are prescribed by the board of directors.
SECTION 5
CONFLICTS OF INTEREST
5.1 Conflict-of-Interest Transactions. A conflict-of-interest transaction is a transaction with the corporation in which a director or officer of the corporation has a direct or indirect interest. A conflict-of-interest transaction is not voidable or the basis for imposing liability on the director or officer if:
(a) the transaction is fair to the corporation at the time it was entered into,
(b) the material facts of the transaction and the director’s or officer’s interests are disclosed or known to the board of directors or committee of the board of directors,
(c) the board of directors considers and in good faith determines after reasonable investigation in the circumstances that the corporation could not obtain a more advantageous arrangement with reasonable effort in the circumstances,
(d) the corporation enters into the transaction for its own benefit, and
(e) the transaction is approved either (i) by the vote of the board of directors or a committee of the board of directors, or (ii) by obtaining the approval of the Oregon Attorney General or a circuit court of the State of Oregon in an action in which the Oregon Attorney General is joined as a party.
For the purposes of this section, a director or officer of the corporation has an “indirect interest” in a transaction if:
(a) another entity in which the director or officer has a material interest or in which the director or officer is a general partner is a party to the transaction, or
(b) another entity of which the director or officer is a director, officer, or director is a party to the transaction, and the transaction is or should be considered by the board of directors of the corporation.
For purposes of this section, a conflict-of-interest transaction is authorized, approved, or ratified if it receives the affirmative vote of a majority of the directors of the board of directors or of the committee who have no direct or indirect interest in the transaction. A transaction may not be authorized, approved, or ratified by a single director. If a majority of the directors who have no direct or indirect interest in the transaction votes to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under this section if the transaction is otherwise approved as provided in this section. The provisions of this section do not apply to a transaction that is part of an educational or charitable program of the corporation if it (i) is approved or authorized by the corporation in good faith and without unjustified favoritism and (ii) results in a benefit to one or more directors or officers or their families solely because they are in the class of persons intended to be benefited by the educational or charitable program of the corporation.
5.2 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 advance, such director or officer would be entitled to be reimbursed for such expenses by the corporation.
SECTION 6
NONDISCRIMINATION
The corporation shall not discriminate in providing services, hiring employees, or otherwise upon the basis of sex, race, creed, marital status, sexual orientation, religion, color, age, or national origin.
SECTION 7
GENERAL PROVISIONS
7.1 Amendment of Bylaws. Except as otherwise provided by law, the board of directors may amend or repeal these bylaws or adopt new bylaws by vote of a majority of the entire board of directors either at a special meeting called for that purpose or at any regular meeting, provided that notice of the meeting and of the proposal to amend or repeal the bylaws or adopt new bylaws is given as provided in Section 3.9. Whenever an amendment or new bylaw is adopted, it shall be copied in the minute book with the original bylaws in the appropriate place. If any bylaw is repealed, the fact of repeal and the date on which the repeal occurred shall be stated in such book and place.
7.2 Inspection of Books and Records. All books, records, and accounts of the corporation shall be open to inspection by the directors in the manner and to the extent required by law.
7.3 Checks, Drafts, Etc. All checks, drafts, and other orders for payment of money, notes, or other evidences of indebtedness issued in the name of or payable to the corporation shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the board of directors.
7.4 Execution of Documents. The board of directors may, except as otherwise provided in these bylaws, authorize any officer or agent to enter into any contract or execute any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. Unless so authorized by the board of directors, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement, or to pledge its credit, or to render it liable for any purpose or for any amount.
7.5 Fiscal Year. 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.
7.6 Insurance. The corporation may purchase and maintain insurance on behalf of an individual against liability asserted against or incurred by the individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, director, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise; provided, however, that the corporation may not purchase or maintain such insurance to indemnify any director, officer, or agent of the corporation in connection with any proceeding charging improper personal benefit to the director, officer, or agent in which the director, officer, or agent was adjudged liable on the basis that personal benefit was improperly received by the director, officer, or agent.
7.7 Corporate Seal. The corporation may adopt a corporate seal, but the affixing of such seal on any agreement, instrument, or other document shall not be required in order to make such agreement, instrument, or other document binding and effective.
7.8 Statutory Provisions; Conflicts. All references in these Bylaws to sections of the Internal Revenue Code of 1986, as amended, Oregon Revised Statutes (“ORS”) and the Oregon Nonprofit Corporation Act shall be deemed also to refer to the corresponding provisions of any future federal tax laws or Oregon nonprofit corporation laws, as appropriate. In the event that any provision of these Bylaws are now or hereafter in conflict with a requirement of the Oregon Nonprofit Corporation Act, the provisions of the Oregon Nonprofit Corporation Act will control.
SECTION 8
LIABILITY OF OFFICERS AND DIRECTORS
No director or uncompensated officer shall have any personal liability to the corporation for monetary damages for conduct as a director or officer, provided that this provision shall not be deemed to eliminate or limit the liability of a director or officer for:
(a) Any breach of the director’s or officer’s duty of loyalty to the corporation;
(b) Acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
(c) Any unlawful distribution;
(d) Any transaction from which the director or officer derived an improper personal benefit; or
(e) Any act or omission in violation of ORS 65.361 to 65.367.
SECTION 9
INDEMNIFICATION
The corporation shall indemnify to the fullest extent permitted by the Oregon Nonprofit Corporation Act any person who is made, or threatened to be made, a party to an action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit, or proceeding by or in the right of the corporation), by reason of the fact that the person is or was a director or officer of the corporation. The right to and amount of indemnification shall be determined in accordance with the provisions of the Oregon Nonprofit Corporation Act in effect at the time of the determination.
SECTION 10
CARRYING OUT CHARITABLE PURPOSES; DISSOLUTION
All actions of the directors and officers shall be in compliance with the intent that the corporation qualify at all times as an exempt organization within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 as amended and under applicable Treasury Department Regulations and Rulings. In this regard, all dues, race entry fees and other monies received by the corporation will be spent entirely for carrying out the stated purposes of the corporation, as set forth in its articles of incorporation, as amended from time to time, and as permitted in accordance with applicable law and regulations for a nonprofit corporation in the State of Oregon which is an exempt Section 501(c)(3) organization under the Internal Revenue Code of 1986 as amended. No part of the net earnings of the corporation shall inure to the personal benefit of its members or any other person. Any members or others using any funds of the corporation for any purpose shall give a full account of expenditures to the corporation. The corporation is empowered to engage in fund-raising activities to carry out the stated purposes of the corporation.
In the event of dissolution of the corporation, the assets and funds of the corporation, after payment of the lawful claims of creditors, shall be transferred in full to another organization which itself if an exempt Section 501(c)(3) organization under the Internal Revenue Code of 1986 as amended, as selected by the board of directors of the corporation at the time of dissolution.
Adopted: November 12, 2001
