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HOODLAND  SENIOR CENTER
65000 E Highway 26
PO Box 508
Welches OR 97067
Phone /FAX (503) 622-3331
Email: hoodlandseniors@frontier.com

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Hoodland Senior Center By Laws

Article I

 Name

Section 1.  The name of this organization and center shall be Hoodland Senior Center.

Article II

Purpose

 Section 1.  To develop and maintain an active senior citizen program in the Hoodland area that creates an atmosphere, provides opportunities and encourages older adults to use their skills, develop their potential and continue their involvement in the community.  To promote independent living for senior adults so as to maintain their visibility and contributions within the community.

 Section 2.  To create senior programs that will be inviting, enjoyable and will include nutrition, recreational activities, entertainment, educational, informational programs, health and welfare programs, designed to overcome the patterns of isolation and depression.

 Section 3.  To serve as a focal point for senior services by providing transportation, out reach, information and assistance, by coordination and scheduling cooperating agency services and programs.

 Section 4.  To develop volunteer opportunities for all interested individuals in all aspects of the program.

 Article III

OBJECTIVES

Section 1.  To foster community awareness of senior citizen needs interests and attitudes.

Section 2.  To serve as a planning and organizing body to establish program goals, objectives and priorities.

Section 3.  To assist staff in developing fiscal resources to operate and maintain the Hoodland Senior Center Program.

Section 4.  To serve as an advocate of social issues facing senior citizens in the community.

Section 5.  To assist staff with ongoing monitoring and evaluation of the senior citizen programs.

Article IV

 Structure

 Section 1.  The center shall strive to become as financially self-supporting as feasible.

 Section 2. The center shall have a Board of Directors numbering at least, but not limited to 7 persons.  This Board shall be selected by the congregate membership, program participants, center volunteers and/or interested persons. Those present at the May Congregate luncheon shall then elect the Board.

Section 3.  The Board shall appoint the community at large members.  The elections shall take place in May of each year as set forth above.

Section 4.  The Board shall be responsible for the organization and operation of this Center in a manner, which is fully consistent with the Articles of Incorporation and by these by-laws.

Section 5.  Officers shall be duly elected by the Congregate each May and shall be installed at the June Board meeting.

Section 6.  Any Board Member who cannot attend board meeting on a regular basis, will not be removed from the board.  Such reasons for continued absence will be considered by the Board and discussed at a regular meeting, on an individual basis (revised Oct 99)

Article V

 Organization of the Board of Directors

Section 1.  Each member of the Board shall be entitled to one vote on all issues presented at regular and special meetings at which the member is present.

Section 2.  There shall be an Executive Committee consisting of the elected officers as follows: Chairperson, Vice Chairperson, Secretary and Treasurer.  All members of the Executive Committee shall be members of the Board of Directors.

Article VI

 Officers

Section 1.  The officers shall be Chairperson, Vice-Chairperson, Secretary and Treasurer.

Section 2.  The Nominating Committee shall be appointed each March.  They shall prepare a slate of officers to be presented to the Board in April.  The Board shall announce the approved slate to the Congregate for at least two weeks prior to the election.  Nominations will be accepted from the floor at the time of the election. Nominees have given provided approval.

Section 3.  Officers shall be elected by the Board of Directors in May and installed at the June Board meeting.  A term shall be one year.

 Section 4.  Duties of Officers.

a) Chairperson:  The Chairperson shall preside at all meetings of the Board of Directors and Executive Committee, and shall conduct business as prescribed by the Center Operation Procedures.  The Chairperson shall be authorized to call special meetings as required.  The Chairperson shall be an ex-officio member of all committees.  The Chairperson shall appoint all committee chairpersons.

 b) Vice Chairperson: The Vice Chairperson shall serve in the absence of the Chairperson.

 c) Secretary:  The Secretary shall be responsible for recording all minutes of the Board of Directors and Executive Committee meetings, maintaining a roster of all members, custodial care of the records, seeing that all notices are duly given in accordance with the provisions of these by-laws, and in general, perform all duties incident to the office of Secretary, including correspondence.

d) Treasurer:  The Treasurer, at the direction of the Board, shall open and close all bank and investment accounts, he/she shall regularly deposit project income, donation, pledges and gifts.  The Treasurer shall be responsible for submitting a monthly report of all income and expenditures to the Board. There shall be 3 signatures, 2 of which will be required to conduct all financial matters regarding the Senior Center (revised Oct 99)

 e) Assistants.  The Board of Directors may appoint assistants to the Secretary or Treasurer or both.  Such assistants may exercise the powers of the Secretary or Treasurer, as the case may be, and shall perform such duties as prescribed by the Board of Directors.

 f) Duties of At Large Members shall be as voting members.  Each member at large will be from the community, involved in the Hoodland Senior Center programs and is responsible for the organization and operation of Hoodland Senior Center.

ARTICLE VII

 Committees

 Section 1.  The Executive Committee shall conduct necessary business and take appropriate actions between regularly scheduled Board meetings.  The Board at the next regularly scheduled meeting shall ratify all such action.  The Executive Committee shall serve as the Personnel and the Budget and Finance Committees.

Section 2.  Ad Hoc Committees shall be appointed at the discretion of the Chairperson.

Section 3.  The Board shall appoint vacancies occurring on the Board from Community at large members or officers.  Elections of such positions shall be made at the next regularly scheduled Board meeting after the vacancy has been announced.

ARTICLE VIII

 Meetings

 Section 1.  Regular meetings shall be the 2nd Monday of each month at 10:30 a.m.  Unless change is posted five (5) days in advance.

 Section 2.  Quorum.   A quorum will be one more than ˝ of the voting members of the Board.

 Section 3.  Parliamentary Procedures.  All parliamentary business not covered in the By Laws of the Center Operation Procedures of the Board shall be governed by “Roberts Rules of Order.”

 ArticleIX

 Amendments

Section 1.  All Board members shall be notified of any proposed by law changes at least two weeks prior to the meeting at which the vote will be held.

Section 2.  By laws may be amended by a two-thirds (2/3) vote of all Board members present at a regularly scheduled Board meeting.

ARTICLE X

 

The duration of this Corporation shall be perpetual, however, if for any reason it is dissolved, upon the dissolution, the Board of Directors shall first (a) pay or make provision for the payment of all the liabilities of the Corporation: (b) return, transfer or convey such assets which are held by the Corporation upon conditions requiring return, transfer or conveyance in accordance with such requirements.  Any remaining assets shall be disbursed according to the Board of Directors.  Such disbursements shall be made, provided that such distributions shall be to such an organization or organizations organized and operated exclusively for the same objects and purposes as this Corporation: provided, said entity, if selected by the Board of Directors is then able and willing to receive said assets, and said entity then qualifies as an exempt organization under Section 501 c (3) of the Code.  It is the purpose and intent of the Article that upon dissolution of this Corporation.  All of its assets shall go and be distributed exclusively for charitable purposes under Section 501 c (3) of the Code.  Any assets not disposed of in the foregoing manner shall be disposed of by the Court of proper jurisdiction in the county in which the principal office of the Corporation is then located, and such distribution shall be exclusively for such purposes or such organization or organization is said court shall determine, which are organized and operated exclusively for the purposes set out herein.

This organization is organized exclusively for charitable purposes within the meaning of section 501 c (3) of the Internal Revenue Code.

Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501 c (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law or (b) by a corporation contributions to which are deductible under section 170c (2) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue law).

 Article XI

This organization is organized exclusively for charitable purposes within the meaning of section 501 © (3) of the Internal Revenue Code.

 Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501 © (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law) or (b) by a corporation contributions to which are deductible under section 170 © (2) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue law).

 Article XII

Fundraising Policy

 The budget for the Hoodland Senior Center will include a fund-raised portion each year.  The Board of Directors of the Hoodland Senior Center and Center Staff shall be responsible for meeting that portion obligation through various event efforts and Center projects.  The Board will evaluate the needs each year and plan accordingly.  New events or changes in old events must have Board Approval.  This will also include any fundraising for non-budgeted items.  A fundraising committee may be one of the committee may be one of the committees established by the Board.

Revised April 1998

Approved May 1998

Article XIII

Conflicts of Interest

 Section 1. Conflict of Interest Transactions.  A conflict of interest transaction is a transaction with the corporation in which a director of officer of the corporation has a direct or indirect interest.  A conflict of interest transaction is not avoidable or the basis for imposing liability on the director of 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 or officer’s interests are disclosed or known to 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 (1) by a majority vote of the entire Board of Directors, or (2) by obtaining the approval of the Oregon Attorney General or a circuit court of the State of Oregon in an action is 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)   An entity other than the corporation 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)   An entity other than the corporation in which the director or officer has a material interest or in which the director or officer is a director, officer, or trustee is a party to the transaction.

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 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 on 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, 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 a provided in this section.

Section 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.

Article XIV

Section 1. General Provisions.  Except as otherwise provided by law, the Board of Directors shall have the exclusive right to amend or repeal these bylaws.  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 r repeal occurred shall be stated in the minute book.

Section2.  Books and Records: All books, records, and accounts of the corporation shall be open to inspection by the Board of Directors as required by law.

 Article XV

      The corporation will not have members, as that term is defined in the Oregon nonprofit Corporation Act.

 Article XVI

        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 officer’s duty of loyalty to the corporation;

(b)   Any unlawful distribution;

(c)    Acts of omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(d)   Any transaction form which the director or officer derived an improper personal benefit; or

(e)    Any act of omission in violation of ORS 65. To 65.367

Article XVII

     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 as 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.

 

Revised: June 1999

Adopted: