Articles of Incorporation of the South Umpqua Rural Community Partnership
Article I : Name
The name of the Corporation shall be the South Umpqua Rural Community Partnership, abbreviated for ease of reference to “SURCP”.
Article II – Term of Existence
The term of existence of the Corporation shall be perpetual.
Article III :
Section 1 — Purpose
This corporation is a public benefit corporation organized and operated exclusively for charitable, educational and scientific purposes under Chapter 65 of the Oregon Revised Statutes and 501(c)(3) of the Internal Revenue Code. The mission of SURCP is to facilitate and promote the conservation, protection,
restoration and enhancement of natural resources, including fisheries, forests, wildlife and watersheds, on National Forest, State and private lands through a community based, multi-tiered, collaborative effort intended for the environmental, social and economic restoration and revitalization of the South Umpqua community region.
The corporation may also engage in any other lawful activity that may be useful, necessary, or desirable for the furtherance, accomplishment, fostered or attainment of the foregoing purposes, either directly or indirectly and either alone, or in conjunction or in cooperation with others, whether such persons or organizations of any kind or nature such as corporations, firms, associations, trusts, institutions, foundations or governmental bureaus, departments or agencies, all as hereafter may be authorized from time to time by the Board of Directors, provided, that the purposes for which the corporation is formed shall at all times be consistent with section 501 (c)(3) of the Internal Revenue Code of 1986, as it now exists or is hereafter amended.
Section 2 – Powers
The corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the charitable, educational, and scientific purposes, for which the corporation is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes. The powers of the corporation may include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions.
Article IV — Membership
The Corporation shall have no members, as members are defined by ORS section 65.001(28(a).
Article V : Board of Directors
Section 1 — Duties and Authority
There is hereby established a Board of Directors (hereinafter “Board”) to manage the affairs of and provide overall policy guidance for SURCP. The Board is charged with the following functions:
Establish the overall direction and policies for the SURCP consistent with the purpose and objectives of SURCP.
Authorize payment of reasonable compensation for services and expenses as required.
Approve and ensure implementation of recommended the Annual Work Plan and budget, and revisions thereto.
Be responsible for the procurement and administration of federal and private monies secured to fulfill the responsibilities pursuant to the SURCP mission. Oversee fund-raising activities and the distribution of monies received.
Section 2 : Number and Qualifications
The Board will have a minimum of four (4) directors and a maximum of eight (8) directors. Additional directors may be added following the provisions set forth.
The Board may elect or appoint other directors, as it shall deem necessary and desirable. They shall hold their offices for such terms and have such authority and perform such duties as shall be determined by the Board.
All directors will be individuals in accordance with ORS 65.304.
Section 3 – Election and Term
Directors will be elected to the Board by a majority vote of the Directors then on the Board according to the rules established under Article V Section 6 – Quorum and Action. Except for the initial adjustments of shorter terms needed in order to create staggered terms, the term of office for Directors shall be three years. The Board shall make provisions to stagger the terms of Directors so that each year the terms of one third of (or as close as possible) the Directors shall expire.
A Director may be reelected without limitation on the number of terms served.
Section 4 – Termination (Resignation and Delinquency)
Any Director may resign from the Board upon written request. A director may be removed with or without cause by a vote of three-fourths of the directors then in office.
Section 5 – Vacancies
Vacancies on the Board and newly created Board positions will be filled by a majority vote of the Directors then on the Board according to the rules established under Article V Section 6 – Quorum and Action.
Section 6 – Quorum and Action
A quorum at a meeting of the Board of Directors shall be a majority of the number in office immediately before the vote begins.
The Board shall make decisions on the basis of a majority vote of the quorum present at a meeting, except as otherwise provided by these bylaws.
Section 7 – Regular Meetings
Regular meetings of the Board of Directors shall be monthly, or less often, as called by the President, at times and places determined by the President. Regular meetings shall require at least 7 days written advance notice to all members of the Board and members of the public who have expressed interest in receiving notice. Such notice shall include major topics for discussion or action.
Executive sessions may be called at the discretion of the President.
Section 8 – Special Meetings
Special meetings may be called at such times and places and may be determined by the President or by two members of the Board. Special meetings shall require a minimum of 24 hour notice, which may be either written or by phone, and shall include major reason or topic of the meeting.
The conduct of Board meetings shall be in accordance with these bylaws
Section 9 – Meeting by Telecommunication
Any regular or special meeting of the Board may be held by telephone, teleconference, or other telecommunications in which all Directors participating may hear each other.
Section 10 – Meeting Agendas
The agenda for each meeting will be developed by the President. Directors should submit agenda items to the President two weeks in advance of the scheduled meeting.
The agenda and supporting materials shall be distributed one week prior to the scheduled meeting to each Director and to members of the public or media who have requested them from the President. Distribution may be via fax, email, or mail.
Section 11 – Meeting Minutes
Minutes of all meetings will be taken by the Secretary or designated staff. The minutes will include the following information:
1.Directors present and members of the public present;
2.Motions, proposals, and measures proposed and their disposition;
3.The substance of any discussion on any matter;
4.Record of actions taken at previous meeting; and
5.A reference to any document discussed at the meeting.
Meeting minutes will be distributed by email or fax within two weeks following the meeting to the Directors, and others on a minutes-list maintained by the Secretary, and will be available to the public. Materials distributed at the meeting shall be provided as attachments to the minutes upon request.
Corrections to the minutes may be discussed and approved at the next Board meeting.
Section 12 – Salaries and Compensation
Directors shall not receive salaries for their Board services.
No compensation or travel expenses will be paid to Board members from SURCP funds for any expenses incurred in conjunction with normal Board activities. Special provisions can be made for specific circumstances.
Article VI – Officers
Section 1 – Titles
The officers of the Board shall be the President, Vice President, Treasurer, and Secretary. The Board may elect or appoint other officers, as it shall deem necessary and desirable. They shall hold their offices for such terms and have such authority and perform such duties as shall be determined by the Board.
Section 2 : Election and Term of Office
Election of officers shall occur by simple majority vote of the Board at the June Board meeting each year, or at such time as designated by the Board. Officers will begin their terms on July 1 of the same year.
Terms of office shall be for three years from the date of election. Officers may serve two consecutive terms.
Section 3 : Resignation
Any officer may resign at any time by giving written notice to the Board or to the President or Secretary of the Corporation. Any resignation will take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation will not be necessary to make it effective.
Section 4 : Removal
The Board may remove any officer, with or without cause, at any time.
Section 5- Vacancy
A vacancy of one of the Offices established above shall be filled not later than the second regular meeting of the Board of Directors following the vacancy.
Vacancies will be filled by a majority vote of the Directors then on the Board according to the rules established under Article V Section 6 – Quorum and Action.
Section 6 – Duties of President:
The President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board, supervise and control the affairs of the Corporation and the activities of the officers, and the President shall have any other powers and duties as prescribed by the Board.
The President shall preside over the meetings of the Board Chair. Except as otherwise provided by Applicable Laws, Articles of Incorporation, or these Bylaws, the President shall, in the name of the Corporation, executed deeds, mortgages, bonds, contracts, checks, agreements, or other instruments when authorized by the Board.
Section 7 : Duties of Vice President:
The Vice President shall serve as President in the absence or incapacity of the President. The Vice President shall ensure compliance with these bylaws.
Section 8 : Duties of Secretary:
The Secretary shall have overall responsibility for all record keeping. The Secretary shall perform, or cause to be performed, the following duties:
1.Certify and keep the original, or a copy, of these Bylaws as amended;
2.Keep Minutes of all proceedings of the Board and committees;
3.Assure that all notices are duly give in accordance with these Bylaws or as required by applicable law;
4.Be custodian of all records of the Corporation; and
5.Other duties as may be prescribed by the Board.
Section 9 : Duties of Treasure:
The Treasurer shall have overall responsibility for all corporate funds, and shall:
1.Have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all funds, monies and valuable effects in the name and to the credit in the name of the Corporation, in banks or other depositories selected by the Board;
2.Receive, and give receipt for, monies due and payable to the Corporation;
3.Disburse, or cause to be disbursed, the funds of the Corporation as may be directed by the Board, taking proper vouchers for such disbursements;
4.Keep and maintain adequate and correct accounts of the Corporation’s properties and business transactions, including accounts of assets, liabilities, receipts, disbursements, gains and losses;
5.Render to the President and Board, whenever requested, an account of any or all of his or her transactions as Treasure and of the financial condition of the Corporation;
6.Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports; and
7.Other duties as may be prescribed by the Board.
Clerical and bookkeeping tasks assigned to the Treasure may be performed by others under the direction of the Treasure.
Section 10 : Compensation
The salaries of the officers, if any, will be fixed from the time-to-time by resolution of the Board of Directors. In all cases, any salaries received by officers of this Corporation must be reasonable and given in return for services actually rendered to or for the Corporation.
Article VII : Committees
Section 1 – General Provisions
The Board of Directors or President may establish committees as it deems necessary and desirable to fulfill the goals of SURCP.
All Committee meetings are open to the public. Reasonable public notice of meeting time, location, and list of topics to be considered (as known at the time of the notice) shall be provided to interested persons including the media and individuals on the mailing list.
Committee meeting minutes shall be taken as defined for the Board under Article V, Section 11.
Section 2 – Finance and Budget Committee
The functions of the Finance and Budget Committee are to: 1) develop and oversee the SURCP Budget, and 2) to oversee and approve SURCP contracts where required by the SURCP Fiscal Policies and Procedures. The Finance and Budget Committee will meet monthly or as deemed necessary by the Committee Chair.
Section 3 – Development Committee
The Development Committee has two priorities: 1) generate funds that support SURCP and its implementation activities, and 2) conduct outreach to enhance the image of SURCP and garner support within the community and among potential funders.
The Committee undertakes the following activities:
Plan and undertake outreach activities including public presentations, media campaigns, advertising, event sponsorship etc;
Identify local, regional, and national sources of funding and develop fundraising strategies;
Develop and maintain a Finance Plan, to merge and organize outreach and fundraising efforts;
Develop support for and/or request donations from identified sources; and Work with other Committees as needed to ensure financial support for project implementation.
The Fundraising Committee will meet monthly or as deemed necessary by the Committee Chair.
Section 5 – Education Committee
The function of the Education Committee is to undertake activities consistent with the Corporation’s goals. The Committee undertakes the following activities:
Develop and maintain a long term plan that describes SURCP’s approach to environmental education as well as specific projects;
Ensure funding for implementation of plan through grant writing, and coordination with the Development Committee;
Participate in the implementation of environmental education projects; and
Develop a draft workplan and budget for education projects that will be recommended to the Executive Director and Board for inclusion into SURCP’s Annual Workplan.
The Education Committee will meet monthly or as deemed necessary by the Committee Chair.
Section 6 – Grant Review Committee
1.The purpose of the Grant Review Committee is to identify funding sources and develop grant proposals to finance projects that implement SURCP projects. 2.The Grant Review Committee will meet monthly or as deemed necessary by the Committee Chair.
Article VIII : Liabilities and Third Party Claims
Liability for Corporate Obligations: The Directors, Officers and other agents of this Corporation will not be personally liable for the debts, liabilities, or other obligations of the Corporation.
Indemnification by Corporation of Directors and Officers: The Directors, officers and other agents of this Corporation who are acting on behalf of the Corporation in accordance with these bylaws will be indemnified from Third-party Claims by the Corporation to the fullest extent allowed by Oregon law as defined under ORS sections 65.387 to 65.414.
Insurance for Corporate Agents: The Board may, by resolution, authorize the Corporation to purchase and maintain liability insurance for any agent of the Corporation (Director, officer, employee, or other agent of the Corporation) against Third Party Claims arising out of the agents acts and omissions that occur while the agent is acting on behalf of the Corporation in accordance with these Bylaws.
Article IX : Execution of Instruments, Deposits and Funds
Execution of Instruments: The Board, except as otherwise provided in these Bylaws, may be resolution authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee will 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 in any amount.
Checks and Notes: Except as otherwise specifically determined by resolution of the Board, or as otherwise required by Applicable Law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation must be signed by two officers.
Deposits: All funds of the Corporation must be deposited from time to time to the credit of the Corporation in banks or other depositories selected by the Board. Gifts: The Board may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this Corporation.
Article X : Corporate Records
Maintenance of Corporate Records: The Corporation shall keep all corporate records at its principle office, including:
1.A copy of the Corporation’s Articles of Incorporation and Bylaws as amended to date;
2.Minutes of each meeting of the Board, any committee appointed by the Board, which indicate:
A. The time and place of the meeting;
B. Whether the meeting was regular or special;
C. How the meeting was called;
D. The notice given for the Meeting;
E. The names of those present; and
F. The business transacted at the meetings.
3.Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses.
4.Any records required by applicable law.
Inspection of Records: Every director will have the right at any reasonable time to inspect and copy all books, records, documents and properties of every kind and will have such other rights to inspect the books, records, and properties of this Corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and Applicable Laws. Any inspection under the provisions of this Article may be made in person or by an agent or attorney, and the right to inspection will include the right to copy and make extracts. Periodic Report: The Board shall cause any annual or periodic reports required by Applicable Laws to be submitted to the Secretary of State.
Article XI : IRC 501(c)(3) Tax Exemption Provisions
Limitations on Activities:
1.No substantial part of the activities of this Corporation will be the carrying on of propaganda, or otherwise attempting to influence legislation, except as otherwise provided by Section 501(h) of the Internal Revenue Code, and this Corporation will not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
2.Notwithstanding any other provisions of these bylaws, this Corporation will not carry on any activities not permitted to be carried on by a Corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
Prohibition Against Private Inurement: No part of the net earnings of this Corporation will inure to the benefit of, or be distributable to, its Members, Directors or trustees, officers, or other private persons, except that the Corporation will be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose of this Corporation.
Distribution of Assets: Upon dissolution of this Corporation, its assets remaining after payment of all debts and liabilities of this Corporation will be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or will be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution will be made in accordance with all Applicable Laws.
Article XII : Amendments to the Bylaws and Articles
Amendments to the Bylaws and Articles of Incorporation shall be proposed in writing and circulated at least two weeks in advance of any regular meeting or special meeting called for that purpose. Notice and language of proposed amendments may be distributed via mail, email, or fax.
Notice of amendment proposals must be included on the agenda. The original and amended language must be distributed in written form with the agenda, according to the rules established under Article V Sec 10.
The amendments must be approved with a three-fourths affirmative vote of the Board.
If any provision of these Bylaws shall be declared invalid or inoperative by competent authority of State or Federal Government, the Executive Board shall suspend the operation of that section during the period of its invalidity and substitute in its place a provision which will meet the objections to its validity, and which will be in accord with the intent and purpose of the invalid provision. If any provision to these Bylaws are so said invalid the remainder of these Bylaws and their application shall remain in effect.
Article XIII : Miscellaneous Provisions
Section 1 – Code of Conduct and Conflict of Interest
The Partnership refers Directors to Chapter 65.357-65.361 of the Oregon Revised Statutes as general standards of conduct. Board members shall participate in a decision only if potential conflicts of interest are disclosed.