BYLAWS

BYLAWS OF OREGON NORDIC CLUB

PORTLAND CHAPTER

REVISED AUGUST 18, 1992

 

SECTION I

The business office of this Chapter shall be located in the Portland metropolitan area as shall be determined by the Board of Directors of the Chapter.

SECTION II

The purposes of this organization are to encourage, foster, and promote a greater interest in and understanding of the values of the cross-country skiing, and to provide a means whereby its members may participate in a variety of social and recreational activities, and who support the purposes of the Club as set forth in the State Articles of Incorporation, State Bylaws and these Bylaws.

 

SECTION III - MEMBERSHIP AND GENERAL MEMBERSHIP MEETINGS

The Oregon Nordic Club members are those who have filled out the application and paid their dues. Whenever joining a Standing Committee a person must be a paid, current member of the Oregon Nordic Club.

REGULAR MEETINGS

There shall be a general meeting of the membership held monthly.

ANNUAL MEETINGS

The annual meeting of the membership, for the purpose of election of officers, shall be held in February at a specified time.

SPECIAL MEETINGS

Special meetings of the membership may be called at any time by the President, the Board of Directors or upon written request of 25% of the Chapter membership.

NOTICE OF SPECIAL MEETINGS

Notice of all special meetings shall be given to each member by the Secretary, in writing, mailed to their last known address not less than seven (7) nor more than sixty (60) days before such mailing. Such notice shall specify a reasonable place, day and hour, and the general nature of the business to be transacted.

QUORUM

A quorum shall consist of 10% of the membership. A quorum shall be present to enact any business at a regular, special or annual meeting. At special and annual meetings, proxy votes shall be allowed in determination of a quorum.

PROXIES

At all special or annual meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary.

VOTING

Any decision that will commit the Chapter will be decided by a simple majority of the votes cast.

 

SECTION IV - BOARD OF DIRECTORS

The Board of Directors shall consist of duly elected Officers, State Representatives and Standing Committee Chairpersons.

TERM OF OFFICE

At the annual meeting in February each year, the membership shall elect the five (5) Officers and the State Representatives due for election that year. The Officers shall hold office until the next annual meeting.

The State Representatives shall serve for two years and their election to office shall be staggered every other year so a full rotation of the State Representatives occurs every two years as specified in the State Bylaws.

NOMINATION AND ELECTION

Nominations for election to the Board shall be make by a committee appointed by the President by no later than September of each year. Names of nominees on a ballot shall be published in the February newsletter. Nominations may be made from the floor at the annual meeting. The committee shall consist of a Chairperson, and two or more Chapter members. The committee shall make as many nominations as it shall in its discretion determine, but not less than the number of vacancies that are to be filled.

Elections shall be by secret written ballot. At such elections the members or their proxies may cast, in respect of each vacancy, as many votes as they are entitled to under the provisions of the Articles of Incorporation, State Bylaws or these Bylaws. The nominee receiving the largest number of votes shall be elected.

VOTING

If any member on the Board of Directors shall occupy more than one voting position, that Director shall be limited to one vote.

RESIGNATION AND REMOVAL

Any Officer or Director may resign at any time by giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt, or at any later time specified by the Officer and , unless otherwise specified, the acceptance of such resignation shall be automatic.

A member of the Board of Directors may be removed from the Board, with or without cause, by a bote of two-thirds (2/3) of the Board or by two-thirds (2/3) of the general membership by initiative petition. An appeal may be made to the general membership if the request to resign has been initiated by two-thirds (2/3) of the Board of Directors. No appeal may be made if the request has been initiated by two-thirds (2/3) of the general membership. An appeal must be made within thirty (30) days of the requested effective date of resignation.

VACANCIES

In the event a vacancy occurs on the Board, the successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of the predecessor.

COMPENSATION

No member of the Board shall receive compensation for any service they render to the Chapter. However, any member of the Board may be reimbursed for their actual expenses incurred in the performance of their duties upon approval of the Board.

ACTION TAKEN WITHOUT A MEETING

The Board of Directors shall have the right to take any action in the absence of a meeting, which they could take at a meeting, by obtaining the written approval of all the Board members. Any action so approved shall have the same effect though taken at a meeting of the Board.

SECTION V - DUTIES OF THE BOARD OF DIRECTORS

The following are the duties of the Board of Directors:

1. To adopt and publish rules and regulations governing Club non-motorized outdoor recreational activities as they deem proper.

2. To suspend the voting rights of any member during the period in which such member shall be in default in the payment of his dues.

3. To obligate the Chapter to fiscal responsibility by being authorized to enter into any contract, lease, agreement, or sign any promissory note commensurate with the purpose of the Chapter and its business functions.

4. To exercise for the Chapter all powers, duties and authority vested in or delegated to this Chapter and not removed to the membership by other provisions of these Bylaws, the Articles of Incorporation or the State Bylaws.

5. To cause to be kept a complete record of all its acts and Chapter affairs, and to present a statement thereof to the membership at the annual meeting, or at any special meeting when such statement is requested in writing by 25% of the membership.

The books of account, records and papers of the Chapter shall at all times, during reasonable business hours, be subject to inspection by any member. The Articles of Incorporation and the Bylaws of the Oregon Nordic Club Inc. shall be available for inspection by any member at the principal office of the Chapter.

6. To fix the amount of the annual dues and determine the ategories of the planned membership for which dues will be levied. The membership shall be notified by mail of proposed dues changes no less than thirty (30) days prior to the business meeting at which the change is to be considered.

7. To cause all Officers and Directors having fiscal responsibility to be bonded, as it may be deemed appropriate.

8. To require that the Chapter be covered by a general broad-form liability insurance policy to protect the Chapter, Officers and members against pecuniary liability that might arise from alleged negligence in the event of death or injury of any participant while participation in any of the recreational activities sponsored by the Chapter, and against any property damage that might occur during any of these recreational activities.

9. To approve all proposed annual budgets and Standing Committee Chairpersons.

 

SECTION VI - MEETING OF THE BOARD OF DIRECTORS

REGULAR MEETINGS

Regular meetings of the Board of Directors shall be held monthly.

SPECIAL MEETINGS

Special meetings of the Board shall be held when called by the President or by any two (2) Officers and/or Directors, after not less that three (3) days notice to each Board member.

QUORUM

For calculation of a quorum requirement, only one State Representative position shall be included along with all other non-State Rep Board members. A simple majority of this quantity shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Board members present at a duly held meeting, at which a quorum is present, shall be regarded as the act of the Board unless otherwise noted in the Bylaws.

LACK OF QUORUM

If a quorum is not obtained at a meeting of the Board, the President may call a special meeting at his/her discretion. If a quorum is not present at two consecutive meetings of the Board, the President must call a special meeting of the Board within fourteen calendar days from the date of the last meeting at which a quorum was not present.

FAILURE TO ATTEND

Any Board member not present or excused from two (2) consecutive Board meetings may be suspended by vote of those attending. If the suspended party fails to be present or excused from the succeeding Board meeting, the suspended party will be removed from office.

SECTION VII - DUTIES OF OFFICERS AND DIRECTORS ENUMERATION

The Officers of this Chapter shall be: President, Vice President, Secretary, Treasurer and Membership Chairperson. State Representatives and Standing Committee Chairpersons, and others as the Board shall choose, shall constitute the remainder of the Board of Directors.

DUTIES

The duties of the individual Officers and Directors are as follows.

1. President - The President shall preside at all meetings of the Board of Directors and at all general membership meetings; shall see that orders and resolutions of the Board are carried out; shall be authorized to singularly sign all checks and co-sign all promissory notes and contracts of the Chapter; shall maintain contact with other Chapters and the State Organization; shall prepare the annual operating budget and submit it to the Board for their approval; shall be aware of factors affecting or concerning the Chapter's interests, including liability insurance; shall appoint and submit for Board approval all Standing Committee Chairpersons.

2. Vice President - The Vice President shall act in the place and stead of the President in the event of the President's absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required by him by the Board; may be authorized to singularly sign all checks.

3. Secretary - The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Chapter and of the members; may be authorized to singularly sign all checks; handle all appropriate correspondence, excluding the newsletter; shall maintain a file of the Bylaws and minutes and keep them available to all members; and shall perform such other duties as required by the Board.

4. Treasurer - The Treasurer shall receive and deposit, in an appropriate bank account, all monies of the Chapter and shall disburse such funds as directed by resolution of the Board; shall singularly sign all checks, and co-sign all promissory notes and contracts of the Chapter; keep proper books of account; cause an annual audit of the Chapter's books to be made by an appointed auditing committee at the completion of each fiscal year with the close of business on the 30th of April; shall prepare a statement of income and expenditures to be presented to the membership at it's annual meeting and deliver a copy of same to the members; shall prepare a statement of income and expenditures and present it to the Board on a quarterly basis, and submit a verbal monthly report at the general Board meetings.

5. Membership Chairperson - The Membership Chairperson shall receive all applications for membership, together with the dues payments, and keep appropriate current records showing the notation of dues paid, together with their addresses; shall forward all membership dues and monies received from merchandise sales to the Treasurer for subsequent accounting and deposit; shall submit a monthly report to the Board; and shall perform such other duties as required by the Board.

6. State Representatives - The State Representatives shall represent the Chapter's interests at all meetings of the State Organization; shall report to the Board on the nature of business conducted and accomplished at any State meeting; and shall perform such other duties as required by the Board.

7. Standing Committee Chairpersons - Standing Committee Chairpersons shall assume responsibility to see that the Standing Committees perform their duties as specified in these Bylaws.

 

SECTION VIII - CHAPTER COMMITTEE

All Standing Committee members shall be members of Oregon Nordic Club, Portland Chapter. Whenever joining a Standing Committee a person must also be a currently paid member of ONC. Any committee charging an additional fee shall be responsible for forwarding the ONC Chapter dues to the ONC Chapter Treasurer within thirty (30) days.

Chairs shall report on committee activities monthly at the Board of Directors regular meetings.

Each Standing Committee shall prepare and maintain a set of procedural guidelines in writing and subject to Board approval. A current copy shall be filed with the Chapter Secretary.

Where applicable, Standing Committees shall prepare a detailed budget for the next year and submit it for the Board's approval. At the end of the year the Standing Committee shall submit an annual financial report.

STANDING COMMITTEES

The following shall be the Standing Committees of the Chapter. Each committee's purposes are listed.

1. Social/Program Committee - To arrange or provide for the arrangement of social affairs and programs of the Chapter.

2. Day Tours Committee - To plan and provide for the Club's outdoor day tours activities.

3. Overnight Tours Committee - To plan and provide for the Club's outdoor overnight tours activities.

4. Competition/Teacup Committee - To develop cross-country skiing skills through clinics and skiing on a tracked course in a way that promotes cross-country ski racing at all ability and age levels.

5. Nordic Issues Committee - To work with land management agencies, State Highway Departments and other organizations to promote, develop, and preserve a Nordic skiing environment that is safe, accessible, reduces user conflicts and provides opportunities for the enjoyment of all Nordic skiers.

Topics of concern may include Snowparks (location, size, number and facilities), ski trails (develop, design new ones, assist with construction and maintenance of new and existing trails), snowmobile and snowplay user conflict reduction, Forest Service new road and new timber sale planning and construction.

6. Publications Committee - To provide for the d\editing and printing of the Chapter publications. The editor of the Chapter newsletter shall be Chairperson of this committee.

7. Past President's Committee - To meet annually with the new Officers of the Chapter to provide for the continuity of Chapter leadership. This committee will provide the President whatever assistance he/she desires. The immediate past President will be Chairperson of this committee and will not have a vote at Board of Directors meetings.

8. Publicity Committee - To provide information concerning Nordic Club purposes and activities to the general public.

9. Bill Koch Ski League Committee - To organize and sponsor the Bill Koch Youth Ski League, Portland Chapter; to conduct children's Nordic ski clinics and race events, and to conduct training and coaching events. The committee will maintain all required communications with the national organization of the Bill Koch Ski League.

10. Other Committees - The Board of Directors shall appoint other committees as they deem necessary to carry out the business of the Chapter.

SECTION IX - AMENDMENTS

These Bylaws may be amended at annual or special meetings of the members by a majority vote in person, or by proxy, or by four-fifths (4/5) vote of the Board of Directors present at any meeting of the Board. A quorum, as previously described in these Bylaws, must be present. Notice of meetings to amend the Bylaws will be delivered to the membership no later than seven (7) days prior to the meeting and stating the amendment(s) proposed for the Bylaws.

In case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall prevail; and in case of any conflict between State Bylaws and these Bylaws, the State Bylaws shall prevail.

 

SECTION X - DISSOLUTION OF CHAPTER

In the case of dissolution or final liquidation of this Chapter, the assets of this Chapter shall revert to the state organization, the Oregon Nordic Club, Inc. In the event the Oregon Nordic Club, Inc. does not exist at the time of dissolution of this Chapter, the Chapter assets will be distributed to such organization or organizations in the State of Oregon that the Board of Directors believes will best carry on the nonprofit purposes of this Chapter.

1999–2009 Portland Chapter ONC. All Rights Reserved.