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Bylaws & Board Minutes 2018-12-12T10:00:55+00:00

Bylaws of City Club of Eugene

1. STATEMENT OF MISSION AND PURPOSES

1.1 Mission. The mission of the City Club of Eugene (hereafter referred to as the “Club”) shall be to build community vision through open inquiry.

1.2 Purposes. The purposes of the Club shall be to:

1.2.1 Create a forum for airing divergent views;

1.2.2 Produce credible analyses of community issues;

1.2.3 Foster creative problem solving;

1.2.4 Forge new cooperative relationships;

1.2.5 Honor diverse perspectives;

1.2.6 Discover commonly held civic values;

1.2.7 Arouse appreciation for the obligations of citizenship; and

1.2.8 Stimulate informed community decision-making and constructive action.

1.3 Pursuit of Purposes. The purposes of the Club shall be pursued by means of regular meetings, lectures and discussions; thorough investigations and reports; and such other means as the Board of Directors may deem appropriate. The Club is a tax-exempt nonprofit entity under Section 501(c)(3) of the Internal Revenue Code, as amended from time to time, and as a public benefit organization under the Oregon Nonprofit Corporation Act, as amended from time to time.

2. MEMBERSHIP

2.1 Members. The Club shall have members.

2.2 Qualification for Membership. Membership shall be open to any individual who subscribes to the mission and purposes of the Club, as evidenced by timely payment of all membership dues and assessments. Membership shall be effective upon payment of dues. Nonprofit organizations are eligible to be members if they meet the City Club of Eugene organizational membership policy. Nonprofit organizational members shall have one vote. Sponsors are eligible for membership accordance with sponsorship policy.

2.2.1 Members shall not imply authorization to speak for the City Club in a public forum by identifying themselves as representing City Club, or by using any variation of “City Club Member” as a part of a signature block. Exceptions are the president, employees of City Club in the capacity of their employment, or board members acting on behalf of the City Club with prior approval by the board to do so.

2.3.1 Dues. The amount of annual membership dues shall be established from time to time by majority vote of the Board of Directors. Annual dues shall be payable for a membership year commencing on the date dues are first paid and continuing for one year. Membership renewals shall be due each year on the anniversary of when dues were first paid. The dues schedule may be changed with the approval of the Board of Directors.

2.3.2 Special Assessments. Special assessments of any amount, in addition to membership dues, may be established by the affirmative vote of at least two-thirds of the directors at any meeting of the Board of Directors, provided that notice that a special assessment is to be considered at the meeting shall be given to directors in the manner provided in paragraph 4.8.1.

2.3.3 Failure to Pay. A member’s failure to pay dues or assessments within 45 days after the billing date shall result in automatic termination of membership, without prejudice with respect to a subsequent reapplication.

2.4 Regular Meetings. The Club shall hold regular meetings of members at such times and places within the city of Eugene as may be established from time to time by the Board of Directors, as necessary for accomplishing the purposes of the Club.

2.5 Special Meetings. The Club shall hold a special meeting of members upon the call of a majority of the Board of Directors, or 10 percent of the members. A call by 10 percent of the members shall be made by written demand, dated and delivered to the president or secretary of the Club, describing the purpose or purposes for which the meeting is to be held and signed by the required number of members. Special meetings shall be held at such times and places within the city of Eugene as may be determined by the Board of Directors, subject to the requirements of the Oregon Nonprofit Corporation Act.

2.6 Annual Membership Meeting. The Club shall hold the annual meeting of members (“Annual Meeting”) during the month of May in each year, unless otherwise determined by the Board of Directors, for the purpose of holding elections and transacting such other business as may come before the meeting. The Annual Membership Meeting shall be held at such time and place within the city of Eugene as may be determined by the Board of Directors. If the election of directors is not held on the day established for the Annual Membership Meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of members as soon thereafter as reasonably convenient.

2.7 Notice of Meetings.

2.7.1 Annual or Special. Written, electronic, or printed notice stating the place, day and hour of any annual or special meeting of members and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than seven days nor earlier than 60 days before the meeting date, at the direction of the president or secretary of the Club, to each member of record entitled to vote at such meeting. Notice shall be given by email and on the organization’s website, and may be given on social media as well.

2.7.2 Regular. Except as provided in this paragraph, notice of regular meetings of members may be effected in the same manner provided in paragraph 2.7.1 or may be effected by publication of the regular meeting schedule in any newsletter, bulletin or other writing of similar purpose established by the Club and regularly distributed to the members by effective means. Notice of regular meetings at which matters requiring the approval of members pursuant to the Oregon Nonprofit Corporation Act or these Bylaws will be considered shall be given in the manner provided in paragraph 2.7.1.

2.8 Membership Record Date. The record date for purposes of determining members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to make a determination of members for any other proper purpose except demanding a special meeting, shall be 20 days prior to the date set for such meeting or action requiring the determination of members. All members in good standing as of such date shall be entitled to such notice as may be required under these Bylaws. To determine the members entitled to demand a special meeting, the record date shall be the date the first member signs the demand.

2.9 Quorum of Members. A minimum of 10% of the members shall constitute a quorum at a meeting of members. If a quorum is present, the affirmative vote of a majority of members present at the meeting and entitled to vote on the subject matter shall be the act of the members, unless a greater vote is required by the Oregon Nonprofit Corporation Act or these Bylaws. Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. In the absence of a quorum, a majority of those present may adjourn the meeting from time to time until a quorum exists. Any business that might have been transacted at the original meeting may be transacted at the adjourned meeting if a quorum exists.

2.10 No Proxy or Mail Voting. Except as otherwise provided in the Articles of Incorporation, these Bylaws or by applicable law, each member shall be entitled to one vote on each matter submitted to a vote at a meeting of members. A member may vote only in person. No voting by proxy or mail ballot shall be permitted. The exception shall be that for study group and research reports the board shall establish voting procedures including electronic means that enable members to vote outside of the meeting where reports are presented.

2.11. Membership Voting by Ballot. Unless prohibited or limited by the Articles or Bylaws, any action which may be taken at any annual, regular or special meeting of the voting members may be taken without a meeting if the club delivers a written ballot to every member entitled to vote on the matter, by mail, fax, or e-mail, as directed by the individual member. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, first-class postage prepaid, addressed to the member at the address as it appears on the membership books of the Club. The written ballot must set forth each nominee or proposed action. Approval by written ballot will be valid only when the number of votes cast by ballot equals or exceeds any quorum required to be present at a meeting. The vote is limited to the subject specified on the ballot. Any solicitations for votes by written ballot must also include the following information:

a) Indicate the number of returned ballots needed to meet the quorum requirements;

b) State the percentage of approval necessary to approve each proposed action other than election of directors;

c) Specify a reasonable time by which a ballot must be received by the Club in order to be counted.

d) Specify the manner in which a ballot may be submitted to the organization, which may include by mail, fax, email, in person. A written ballot may not be revoked.

2.12 No Cumulative Voting. At each election of directors, every member entitled to vote shall have the right to vote, in person, for as many persons as there are directors to be elected. No member shall have the right to vote cumulatively.

2.13 Transferability. Membership rights are nontransferable.

2.14 Resignation; Termination.

2.14.1 Resignation. A member may resign from the Club at any time. A resigning member shall not be entitled to a refund of any portion of the annual dues or any special assessment previously paid.

2.14.2 Termination. The membership of any person who fails to pay any dues or special assessment within 45 days after the billing date shall automatically terminate. The membership of any individual whose conduct is found by the Board of Directors to be inconsistent with the purposes of the Club or otherwise to materially hinder pursuit of the purposes of the Club, may be terminated by the affirmative vote of at least two-thirds of the Board of Directors at a meeting at which there is a quorum, after notice and hearing as follows:

2.14.2.1 Upon written request by the president, treasurer or any five members, the secretary shall give written notice of intent to terminate membership to the offending member at least 15 days prior to the meeting at which termination shall be considered. The notice shall specify the reasons for the proposed termination, and offer the offending member the opportunity to be heard at the meeting or to submit written testimony before or at the meeting.

2.14.2.2 The Board of Directors may act at the meeting at which the matter is first heard, or take the matter under advisement for decision at a subsequent meeting. In the latter case, the offending party shall be entitled to not less than five days’ prior written notice of such subsequent meeting, and shall be entitled to be heard, orally or in writing, at such meeting. A decision by the Board of Directors to terminate a membership shall be effective five days after the meeting at which such decision is reached.

3 BOARD OF DIRECTORS

3.1 General Powers. All corporate powers shall be exercised by, and all business of the Club shall be managed by, or under the direction and authority of, the Board of Directors. The board of directors shall hire all employees. The Board of Directors shall adopt such policies and procedures from time to time for conduct of the Club’s business as the Board of Directors deems appropriate or necessary, including but not limited to procedures for treatment of research reports by the members. The Board of Directors shall assure that bylaws, procedures and policies of the organization are maintained and available.

3.2 Composition. The Board of Directors shall be no less than 9 and no more than 11 members, comprised of six to eight directors elected and serving in accordance with this paragraph 4, together with the president, president-elect, and immediate past-president, elected and serving in accordance with paragraph 4.2 of these Bylaws.

3.3 Tenure. Each director shall serve a term of two years unless elected to fill an unexpired term of a board member who leaves the board or until their successors are elected and qualified. Approximately half of the directors’ terms will expire on even years and approximately half of the directors’ terms will expire on odd years.

3.3.1 Elected directors may stand for re-election, provided that no person shall serve as an elected director for more than three consecutive full terms, provided, however, a person elected to be president elect shall be eligible to complete the term of president and past president. Leaving the board of directors by resignation, removal, or having completed three consecutive full terms, that person shall wait two years before being elected or appointed again to the board.

3.4 Election.

3.4.1 Nominations. Except as provided in paragraph 4.13, directors shall be elected by the members at the Annual Meeting. The Nominating Committee shall present to the board for approval an aggregate number of nominees of not more than two times the number of vacant full-term positions and not more than two nominees for each vacant partial-term position. The Nominating Committee shall present the nominations in sufficient time for inclusion in the notice of the meeting at which the elections are to be held. Additional nominations for directors may be made from the floor by members.

3.4.2 Voting. When there are more candidates than there are vacant director positions, then each member shall have one vote for each full-term position then vacant, and one vote for any partial-term position then vacant. Cumulative voting shall not be permitted; members shall be entitled to cast votes consistent with section 2.2. The voting for full-term positions shall be separated on the ballot from the voting for partial-term positions, if any. The full-term positions shall be filled by the candidates receiving the highest numbers of votes, with the candidate receiving the highest number of votes taking the first available position, and so on. Likewise, the partial-term position(s) shall be filled by the candidate(s) receiving the highest number(s) of votes for such position(s).

3.5 Qualifications. All directors shall be members of the Club in good standing. No member shall be eligible to serve as a director who is at the time a candidate for, or who is holding, any of the following elective political positions: any county, state or federal office.

3.6 Regular Meetings.

3.6.1 In General. Regular meetings of the Board of Directors shall be held not less often than monthly, at such time and place as the directors shall determine. The regular meeting schedule shall be published in the newsletter, bulletin or other writing of similar purpose established by the Club. Except as may be required under the Oregon Nonprofit Corporation Act or these Bylaws, no other notice of the date, time or place of the regular meetings shall be required. Club members shall be entitled to attend any meetings of the Board of Directors, but shall not be entitled to be heard on any matter without the express permission of the presiding officer, or upon the request of two members of the Board of Directors.

3.6.2 Annual Organizational Meeting. The first regular meeting of the Board of Directors following the Annual Membership Meeting shall be the annual organizational meeting of the directors, at which the first order of business shall be election of the secretary and the treasurer, as provided in paragraph 5.2, and conduct of such other organizational business as may be necessary or appropriate, including appointment of committees as provided in paragraph 6.

3.7 Special Meetings. Special meetings of the Board of Directors may be called by the president upon his or her own initiative, and shall be called by the president at the request of any three or more directors. The president shall fix the date, time and place within the city of Eugene for any special meeting of the Board of Directors. Requests for a special meeting by two or more directors shall be made in writing delivered to the president or secretary of the Club, and shall set forth the purpose of such meeting. If the president fails to call a special meeting and cause proper notice to be given within five business days of receiving a valid request, the directors making the demand may call the meeting, fix the date, time and place within the city of Eugene for the meeting, and cause proper notice to be given.

3.8 Notice.

3.8.1 Requirement. Notice of any special meeting, or of any regular meeting at which a matter is to be considered for which notice is specifically required by the Oregon Nonprofit Corporation Act or these Bylaws, shall be given at least two days prior to the meeting, either orally, by telephone, in person, electronically, or by written notice delivered personally or mailed to each director at the director’s address shown on the records of the Club. If mailed, such notice shall be deemed delivered on the fourth day after deposit in the United States mail, properly addressed, with first-class postage prepaid. It shall be the policy of the Club to require that reasonable efforts be made in good faith to achieve actual notice to each director when notice is required under this paragraph 3.8.

3.8.2 Waiver of Notice. Whenever any notice is required to be given to any director of the Club under the provisions of these Bylaws or under the provisions of the Oregon Nonprofit Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

3.9 Quorum. A majority of the members of the Board of Directors in office immediately before commencement of the meeting shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Directors shall be deemed to be present at any regular or special meeting where all directors participating may simultaneously hear each other during the meeting, irrespective of whether or not they are present in the same location, such as by telephonic or other electronic conference.

3.10 Presumption of Assent. A director who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the secretary of the Club immediately after the adjournment of the meeting. The right to dissent shall not apply to a director who voted in favor of the action.

3.11 Manner of Acting.

3.11.1 At a Meeting. Unless expressly provided otherwise in these Bylaws or the Oregon Nonprofit Corporation Act, the act of a majority of the directors present at a meeting at which there is a quorum present shall be the act of the Board of Directors.

3.11.2 Abstentions: Board Members may abstain from board votes and may but are not required to state their reason for abstaining for the record.

3.11.3 Board Decisions by Email or Written Consent. Any decision required by law to be made at a meeting of the board, or any decision which may be made at a board meeting, may be made 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. To gain this unanimous consent, a clearly stated motion must be sent to all of the directors on the Board by email or mail, with clear instructions that this process requires 100% of the directors to vote “yes” for the motion to pass. The signed written consents of board members may be delivered back to the Club by email or mail. For making Board decisions by email, a director’s written consent is considered signed when the director sends the email containing his or her vote back to the or President. Motion is adopted and effective on the date that 100% of the directors in office have responded with an affirmative “yes” vote. If any director votes “no,” abstains, or fails to vote, then the motion fails to pass. A printed record of each director’s email vote must be kept in the Club records.

3.12 Removal.

3.12.1 By Directors. Except as provided in paragraph 3.5, any director may be removed from office with cause at any meeting of the Board of Directors at which there is a quorum by a vote of two-thirds of the remaining directors in attendance, provided that prior notice that removal will be considered at the meeting is given to directors in the manner provided in paragraph 3.8.1. Directors may be removed for failure to fulfill their fiduciary duties to the Board of Directors, failure to attend three meetings in a row without consent and conduct that a reasonable person would know or should have known would damage the interests or reputation of the City Club of Eugene.

3.12.2 By Ineligibility. Any director who files for an office, is elected, or accepts appointment to a political position, as defined by section 3.5, while as a director shall automatically vacate the director’s position. If not elected or appointed, they may become eligible to be re-elected to the Board of Directors. If, in the sole judgment of the Board of Directors, a member of the Board becomes so identified with a particular political issue or candidate that he or she is unable, or gives the appearance of being unable, to exercise independent judgment on behalf of the Club as a member of the Board, the directors may remove such member from the Board by majority vote at any meeting of the directors

3.12.3 By Members. Any director may be removed from office with or without cause at any meeting of members at which there is a quorum by a vote of two-thirds of the members in attendance, provided that prior notice that removal will be considered at the meeting is given to members in the manner provided in paragraph 2.7.1.

3.13 Vacancies. If a director resigns or otherwise becomes unable or unwilling to complete his or her entire term of office for any other reason, including removal by the members, more than 90 days prior to the next annual meeting of directors, the vacancy shall be filled by special election of the members at the next regular or special meeting of members. Notice of such meeting shall be given in the manner provided in paragraph 2.7.1. If the vacancy occurs less than 90 days prior to the next annual meeting, the vacancy shall be temporarily filled until the next Annual Meeting by the affirmative vote of a majority of the remaining directors. At the next Annual Meeting, a successor shall be elected by the members to fill the remainder of the term or to serve a full new term, as the case may be.

4. OFFICERS

4.1 Number. The officers of the Club shall be the president, president-elect, immediate past president, secretary, and treasurer. Officers must serve simultaneously as a member of the Board of Directors. A person may simultaneously hold more than one officer position. Other officers, such as a vice-president or assistant officer, may be appointed by the affirmative vote of a majority of the Board of Directors, to serve until expiration of the term specified by the Board of Directors or until the next Annual Meeting, whichever occurs first.

4.2. Election and Term of Office.

4.2.1 President-Elect. The president-elect shall be elected by the members at the Annual Membership Meeting, and shall succeed to the office of president at the next Annual Membership Meeting after his or her election. If the election of the president-elect is not held at the Annual Membership Meeting, the election shall be held as soon thereafter as convenient, with notice given in the manner provided in paragraph 2.7.1. The Nominating Committee shall present not more than three nominees for the position of president-elect to the board for approval, in sufficient time for nominees to be included in the notice of the Annual Membership Meeting at which elections are to be held. Additional nominations may be made from the floor by the members at the meeting. When there is more than one nominee, voting shall be by written ballot.

4.2.2. Immediate Past President. Upon succession of the president-elect to president, the outgoing president shall succeed to the office of immediate past president.

4.2.3. Secretary, Treasurer. The secretary and the treasurer shall be selected by and from the Board of Directors at its annual organizational meeting. The secretary and the treasurer shall serve one-year terms.

4.3 Removal and Resignation. The president, president-elect, or the immediate past president may be removed with or without cause by the affirmative vote of two-thirds of the members at any meeting of members at which there is a quorum, provided that prior notice that removal will be considered at the meeting has been given to members in the manner provided in paragraph 2.7.1. Any director removed in accordance with paragraph 4.12 who was occupying any other office of the Club shall be deemed to have been removed from such office. Any officer of the Club may resign at any time by giving written notice to the president or the secretary of the Club. Any such resignation shall take effect at the later of the date of actual receipt, two days after its postmark if mailed by United States mail, first-class postage prepaid, and correctly addressed, or the time specified therein, if any.

4.4 Vacancies.

4.4.1 President, Secretary, Treasurer. If the office of president becomes vacant for any reason at any time, the president-elect shall immediately succeed to the office of president for the remainder of the term and the next succeeding term. If the office of secretary or treasurer becomes vacant for any reason at any time, the vacancy shall be filled by the Board of Directors for the unexpired portion of the term.

4.4.2 President-Elect.

4.4.2.1 If the office of president-elect becomes vacant at any time for any reason other than succession of the previous president-elect to the office of president, the vacancy shall be filled by a special election of the members at the next regular or special meeting of members for which notice is given in the manner provided in paragraph 3.7.1. The president-elect selected at such special election shall fill the remainder of the term as president-elect, and shall succeed to the office of president at the next Annual Meeting.

4.4.2.2 If the office of president-elect becomes vacant because of succession of the previous president-elect to the office of president, the vacancy shall be filled by a special election of the members at the next regular or special meeting of members for which notice is given in the manner provided in paragraph 2.7.1. The president-elect selected at such special election shall fill the remainder of the term and the next succeeding term prior to becoming president.

4.4.3 Immediate Past President. If the office of immediate past president becomes vacant it shall remain vacant until the succession of the current president to immediate past president.

4.4.4 Tenure. Upon vacating the position of president elect, president or immediate past president by resignation, removal, or having completed the term of immediate past president, that person shall wait two years before being elected again to the board.

4.5 Duties of Officers.

4.5.1 President. The president shall be the principal executive officer of the Club, and, subject to control by the Board of Directors, shall supervise all the business and affairs of the Club including any employees. The president shall preside at all meetings of the Board of Directors and of the members, and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors. The president may sign, with the secretary or any other proper officer of the Club authorized by the Board of Directors, any contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or these Bylaws to some other officer or agent of the Club, or shall be required by law to be otherwise signed or executed.

4.5.2 President-Elect. In the absence of the president or in the event of the president’s death, inability or refusal to act, the president-elect shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The president-elect shall perform such duties as from time to time may be assigned to the president-elect by the president or the Board of Directors.

4.5.3 Immediate Past President. In the absence of the president and the president elect, the immediate past president shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The immediate past president shall perform such duties as from time to time may be assigned to the immediate past president by the president or the Board of Directors.

4.5.4. Secretary. The secretary shall keep or cause to be kept at the principal office, or at such other place as the Board of Directors may order, a book of minutes of all meetings of directors showing the time and place of the meeting; whether the meeting was regular or special and, if a special meeting, how authorized; the notice given; the names of those present; and the proceedings thereof. The secretary shall in general perform all duties incident to the office of secretary, including but not limited to ensuring compliance with record keeping and filing requirements of the Corporation Division of the office of the Oregon Secretary of State and the Internal Revenue Service pertaining to the Club’s corporate and tax-exempt status, and such other duties as from time to time may be assigned to the secretary by the president or the Board of Directors.

4.5.5 Treasurer. The treasurer shall be responsible for the funds of the Club, shall pay them out only on the checks of the Club signed in the manner authorized by the Board of Directors, shall deposit and withdraw such funds in such depositories as may be authorized by the Board of Directors with the advice of the Finance Committee, and shall keep full and accurate accounts of receipts and disbursements in books maintained at the Club’s principal office or at such other place as the Board of Directors may approve or order. The treasurer shall in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to the treasurer by the president or the Board of Directors.

5. Executive Committee.

5.1 Executive Committee. The executive committee shall consist of the president, president elect, immediate past president, secretary and treasurer. The executive committee shall perform such duties as from time to time may be assigned to it by the president or the Board of Directors.

A. Unless limited by the Board of Directors by resolution, the Executive Committee shall have the power to make decisions for the Club between Board meetings, including financial, budgetary and policy decisions. However, the Board may, by resolution, place substantive limits on the authority and powers of the Executive Committee, or place procedural requirements on it.

B. The Executive Committee must comply with the provisions of the bylaws applicable to the full Board for giving notice of its meeting, having a quorum present or participating, voting and decision making, minutes, and the recording and subsequent approval of minutes of its meetings. All Executive Committee decisions must be recorded in official minutes, which must be submitted to the full Board.

C. The Board of Directors shall always have the power to amend, alter or repeal the decisions of the Executive Committee, subject to limits on interfering with or abrogating third party rights that have been approved, such as the unilateral amending of contracts.

5.2 Limitations of Powers. Limitation on Powers. No committee may a) elect, appoint, or remove any Officer, any member of the Board of Directors, or member of the Executive Committee; b) authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Club; c) authorize the dissolution of the Club or revoke proceedings therefore; d) amend, alter, or repeal the Articles, the bylaws, or any resolution of the Board of Directors; or e) authorize the payment of a dividend or any part of the income or profit of the Club to its Directors or Officers.

6. COMMITTEES

6.1 In General. Except for the Turtles Committee, all other committees of the Club, shall be comprised of members in good standing. Except for the Turtles Committee, all Committees shall be subject to section 6.2 and 6.3. Appointment of committee members shall be effective upon approval by the Board of Directors, and shall expire at the next annual organizational meeting of the Board of Directors following appointment, unless otherwise specified at the time of appointment. Appointees shall be subject to earlier removal by the Board of Directors at a meeting at which there is a quorum, following a request for removal by the chair of the committee or by the president; and shall be automatically removed from a committee without action by the directors if the appointee ceases to be a member in good standing. The president shall appoint the chairpersons of all committees. No committee shall publish a report of its actions or commit the club in any way except by the action or other delegation from the Board of Directors.

6.2 Standing Committees. At each annual organizational meeting of the Board of Directors , the president shall present to the Board for its approval at least one nominee for appointment to chair each of the standing committees of the Club. At least one member of each standing committee shall be a member of the Board of Directors. Additional committee members can be appointed when needed by the president with Board approval. The standing committees shall undertake such responsibilities as may be assigned by the Board of Directors, in addition to those set forth below. The standing committees of the Club shall be the following:

6.2.1 Program. The Program Committee shall arrange the programs for the meetings of the Club. Programs topics may be proposed by individuals outside the committee, but programmatic decision making rests with the Program Committee subject to optional review by the Board of Directors, in accordance with the mission and purposes of the Club as outlined in the by-laws. The Program Committee is responsible for the Friday Forum program, and other meetings that may be assigned by the Board of Directors

6.2.1.1 Any Program Committee Member who files for an office, is elected, or accepts appointment to one of the political positions listed in section 3.5 while serving as Program Committee member shall automatically vacate the committee. If, in the sole judgment of the Board of Directors, a member of the Program Committee becomes so identified with a particular political issue or candidate that he or she is unable, or gives the appearance of being unable, to exercise independent judgment on behalf of the Club as a member of the Program Committee, the directors may remove such member from the Program Committee by majority vote at any meeting of the directors.

6.2.2 Membership. The Membership Committee shall recommend and implement adopted policies and practices regarding recruitment and retention of the members of the Club. The Committee monitors compliance with membership requirements; provides orientation to new members of the Club; and recommends and performs any host functions for the Club as approved by the Board of Directors.

6.2.3 Finance. The Finance Committee shall advise the Board of Directors and the treasurer in all financial matters pertaining to the Club; shall draft the Club’s annual budget for submission to the Board of Directors at a time determined by the Board of Directors; and shall design and implement, subject to approval by the Board of Directors, a financial development plan for the Club. The treasurer shall be a member, but not necessarily the chair, of the Finance Committee.

6.2.4 Venues. The Venues Committee shall monitor any venue contract and its logistics. When necessary the committee shall research available venues and facilities for the meetings of the Club and make recommendations to the Board for approval of contractual agreements for space rental and catering. The Venues Committee will be made up of at least one a member of the Board of Directors and at least one member of the Program Committee.

6.2.5 Development. The Development Committee is responsible for all fundraising, including participate in securing sponsorships, donations, grants, and special events for fundraising. Committee Members will coordinate board member solicitations and follow up calls to secure gifts, sponsorships, assist with donor recognition.

6.2.6 The Turtle Committee. The Turtle Committee is comprised of past recipients of the Turtle Award. The sole purpose of the Committee is to select recipient(s) for the Annual Turtle Award.

6.3 Special Committees and Task Forces. Subject to the approval of the Board of Directors, the president may establish a special committee or task force with time limited responsibilities. The group could be charged to conduct research, prepare reports, manage special events, or undertake other functions as directed.

6.4 Nominating Committee. The Nominating Committee shall consist of five members, to be appointed by the president subject to approval by the Board of Directors at least 90 days before the annual meeting. If available, the immediate past president may serve as a sixth, nonvoting member of the Committee. The Nominating Committee shall present nominees for vacant positions as officers and directors of the Club for election at the Annual Meeting and at any other meeting of members at which an election is to held, as provided in paragraphs 3.4 and 4.2. The committee shall serve until the elections are completed.

7. INDEMNIFICATION OF DIRECTORS AND OFFICERS

7.1 Directors and Officers. The Club shall indemnify to the fullest extent of the law, any person who is made, or threatened to be made, a party to or witness in, or is otherwise involved in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise (including any action, suit or proceeding by or in the right of the Club) by reason of the fact that the person is or was a director or officer of the Club.

8. MISCELLANEOUS

8.1 Meeting Procedures. At all meetings of members, the Board of Directors or any committee, the chair may consider but is not bound by “Robert’s Rules of Order” as long as the chair’s ruling is consistent with these Bylaws, the Articles of Incorporation, or the Oregon Nonprofit Corporation Act.

8.2 Fiscal Year. The fiscal year of the Club for tax and accounting purposes shall begin on October 1 and end on September 30.

8.3 Publishing Reports and Committing the Club. No board member or committee shall publish in any form of public media as speaking for the Club unless specifically authorized by the board. No board member or committee shall publish any report of its action or commit the Club in any way except by authority of or delegation from the Board of Directors.

8.4 Use of Membership List. The membership list of the Club is the private property of the Club. Use of the membership list is limited to facilitate the conduct of the Club business, as determined by the Board of Directors in compliance with the Oregon Nonprofit Corporation Act.

8.5 Amendment of Bylaws.

8.5.1 Initiation. Changes to these Bylaws may be initiated by majority vote of the Board of Directors adopting a proposed amendment or restatement and referring the same to a vote of the members, or by written petition signed by at least 10 percent of the members in good standing, setting forth the amendment or restatement in whole, delivered to the president or secretary.

8.5.2 Adoption. Properly initiated changes to these Bylaws shall be adopted upon approval by two-thirds of the members present at any meeting of members at which there is a quorum, provided that notice of the proposed changes is given to the members with notice of the meeting at which the action is proposed in accordance with the provisions of paragraph 3.7.1.

8.6 Suspension of Bylaws. Any provision of these Bylaws except paragraph 1 may be temporarily suspended by a vote of two-thirds of the members at a meeting at which there is a quorum, for the purpose of permitting the members to take any specified action not inconsistent with the mission and purposes of the Club, the tax-exempt status of the Club, or the provisions of the Oregon Nonprofit Corporation Act.

Approved at Special Meeting December 7, 2018.

City Club of Eugene

PO Box 12084, Eugene, Oregon 97440

Phone: 541-485-7433