Sisters Rodeo is an all-volunteer production. You can join that tradtion! Our membership works together to put on our annual rodeo each June, and care for the rodeo grounds throughout the year. Our bylaws below detail membership with Sisters Rodeo. A membership application may be requested by emailing email@example.com.
AMENDED AND RESTATED BYLAWS OF SISTERS RODEO ASSOCIATION
The principle office of the corporation shall be the same as that of the corporation’s registered agent (ORS 61.086). The registered agent appointed by the corporation shall be the agent of the corporation upon whom any process, notice or demand required or permitted by law to be served by the corporation may be served.
Section 2.1 Membership
The corporation shall have four classes of members at a minimum age of 16-years-old:
A. Prospective Members: Applicants for membership will have a one-year probationary period to demonstrate their commitment to be active members of the association by serving a minimum of 20 hours at work parties and/or during and after the rodeo. The application fee is $50. These members will be considered for active membership by the Board of Directors in July after the rodeo in the year of application. Upon approval of the applicant, the prospective member will pay an annual membership fee of $25 in January of the next year, and will become a member of the corporation. If application is denied for non-participation, the application fee is non-refundable. New members will not have voting rights for one year from the time of their approval.
B. Active Member: Active members are defined as members who work a minimum of 20 hours at work parties or during and after the rodeo. They pay annual dues of $25. They will have voting rights along with all rights of membership.
C. Associate Member: This member is a person who wants to be part of the association but will not be required to volunteer any hours. This member will not have voting rights, but will be a member of the corporation with all other rights of members. This person will pay annual dues of $100.
D. Honorary Members: This member has been an active member of the association for 25 years and is over 70 years old. This member will have voting rights if the member is still active with a minimum of 12 hours of volunteer work at work parties or during and after rodeo.
E. Any member may resign by filing a written resignation with the secretary. A member can have his or her membership terminated by a majority vote of the Board of Directors without cause. Resignation or removal does not relieve a member of any unpaid dues or other charges previously accrued.
Memberships are for the calendar year, are subject to annual renewal in
January and are non-transferable. Membership shall terminate upon the death, removal or resignation of a member or by non-payment of annual dues. A member who resigns or is removed is not allowed a refund of annual dues. Annual dues must be paid by February 15 of the calendar year or the member is delinquent. No member has the right to vote during his or her delinquency. To become non-delinquent, the member must pay a reinstatement fee of $50 and annual dues of $25. These fees shall be fixed annually by the Board of Directors. The corporation may issue certificates of membership.
Section 2.2 Meetings of Members
A. Monthly meetings will be held the second Tuesday of the month from January through May. The date may be changed by the Board of Directors if it is on a holiday or for other cause.
B. Annual meeting: The annual meeting of the members shall be held on the second Tuesday of August each year at 6:00 p.m. At this meeting, results of the election for members of the board of Directors will be announced and the State of the Rodeo will be reported. Failure to hold the annual meeting at the designated time shall not result in dissolution of the corporation. If the annual meeting is not held at the designated time, the president or the Board of Directors may call the annual meeting at a time fixed by them, not more than sixty (60) days after such designated time, by proper notice designating the meeting as the annual meeting.
C. Failure to Hold Annual Meeting: If the annual meeting is not held at the designated time or during the sixty (60) day period thereafter, the annual meeting may be called by voting members having one-twentieth (5%) of the votes entitled to be cast. In such event, notice shall be given not more that fifteen (15) days after the expiration of such sixty (60) day period. Such notice shall fix the time of the meeting at the earliest date permissible under the applicable notice requirements. Meetings shall be held at such times and places that may be designated by the Board of Directors and specified in the notice of meeting.
Section 2.3 Notice of Meeting
Written notice (by mail or e-mail) stating the place, day and hour of the meeting, will be given not fewer than seven (7) days prior to the date of the meeting by or at the direction of the president or the secretary or the officers of persons calling the meeting to each member entitled to vote.
Section 2.4 Voting
A. Voting of Members: Each member entitled to vote shall be entitled to one vote upon each matter submitted to a vote. No cumulative voting for directors shall be permitted. The vote of the whole of the majority of the members entitled to vote shall decide any election or question unless a greater number shall be required by the Articles of Incorporation.
B. Action by Written Ballot: Any action which may be taken at any annual, regular or special meeting of members may be taken without a meeting if the association delivers a written ballot to every member entitled to vote on the matter. Such a ballot shall set forth each proposed action and provide an opportunity to vote for or against each proposed action. Approval by written ballot shall be valid only when the number of votes cast by ballot equals or exceeds any quorum requirements as a majority of the number of members entitled to vote. The written ballot shall specify a reasonable time by which a ballot must be received by the association in order to be counted.
C. Proxies: At all meetings of members, a member may vote in person, by proxy executed in writing by the member or by the duly authorized attorney-in-fact of the member. Such proxy shall be filed with the secretary of the corporation before, or at the time of, the meeting. No proxy shall be valid after three months from the date of its execution, unless otherwise provided in the proxy.
D. Election of Directors: The election of directors will be conducted by a mail-in ballot of the members.
E. Quorum: Those members present at any annual or special meeting of special duly-noticed-meeting of members constitutes a quorum at the meeting.
Board of Directors
Section 3.1 General Powers
Business and Affairs of the Corporation Shall be Managed by its Board of Directors.
Section 3.2 Number, Tenure and Qualifications of Directors
The number of directors of the corporation shall be eleven (11). The Board of Directors shall be divided into three equal or nearly equal classes with staggered terms. Each director of each class shall be elected by mail-in ballot each year for a three-year term unless a director dies, resigns or is removed or until his or her successor is elected and takes office. All directors shall be elected from among the members of the corporation. The term of office of a newly-elected director shall commence on the date of the annual meeting.
The number of directors may be increased or decreased from time to time by amendment to these Amended and Restated Bylaws. No decrease in number shall have the effect of shortening the term of any incumbent director.
Section 3.3 Removal of Directors
A. Any or all of the numbers of directors may be removed, with or without cause, at a meeting called expressly for that purpose, by a vote of the majority of the members entitled to vote at that time at an election of directors. Or, if a director fails to attend three or more meetings between the annual membership meetings unless excused by the president and confirmed by the Board of Directors and that the secretary needs to reflect in the meeting minutes all excused and unexcused absences.
B. Any member of the Board of Directors or members of the Advisory Council may be removed with or without cause, at any time, by vote of three-quarters (3/4) of the members of the Board of Directors if, in their judgment, the best interest of the Corporation would be served thereby. Each member of the Board of Directors must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. A Director who is also an officer and who has been removed as a member of the Board of Directors shall automatically be removed from his or her position as an officer.
Section 3.4 Vacancies in the Board of Directors
Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in a number of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected or appointed, as the case may be, to fill a vacancy, shall be elected or appointed for the unexpired term of a predecessor in office. If the Board of directors accepts the resignation of a director tenured to take effect at a future time, a successor may be elected to take office when the resignation becomes effective.
Section 3.5 Meetings of Directors
A. Time and Place of Meetings: Meetings of the Board of Directors, regular or special, may be held upon such notice as prescribed in these bylaws.
B. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meetings unless required by these bylaws.
1. Regular Annual Meeting: A regular annual meeting of the Board of Directors shall be held without other notice than these bylaws. It shall be held before, and at the same location as, the annual meeting of members. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings without other notice than such resolution.
2. Special Meetings: Special meetings of the Board of Directors may be called by, or at the request of, the president or any two directors. The person or persons authorized to call special meetings of the Board of Directors may choose any location for holding any special meeting of the Board of Directors called by him, her or them.
3. Telephone Conference Meeting: Any regular or special meeting of the Board of Directors may be by means of conference telephone or similar communications equipment, allowing all persons participating in a meeting to simultaneously hear each other. Participation in such a meeting shall constitute presence and person at the meeting.
Section 3.6 Notice of Meeting
A. Notice of meeting: Notice of any special meeting shall be given at least twenty-four (24) hours prior to such meeting by written notice as email, or in person, or mailed and/or received by each director at the director’s address.
B. Attendance of Directors: Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where director attends a meeting for the express purpose of giving notice that the meeting was not lawfully called or convened.
C. Quorum of Directors: A majority of the number of directors fixed by Section 3.2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but in no event shall a quorum consist of less than one-half of the number of directors so fixed and stated.
D. Manner of Acting: The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by the Articles of Incorporation or these bylaws.
Section 3.7 Presumption of Assent
A director of the corporation 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 the director’s dissent is entered into the minutes of the meeting. A director may choose to file his or her written dissent to the action with the person acting as secretary of the meeting before the adjournment of the meeting, or unless a director may choose to forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 3.8 Action Without a Meeting
Any action that may be taken at a meeting of the directors may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all the directors. The consent, which shall have the same effect as the unanimous vote of the directors, shall be filed in the records of the minutes of the corporation.
Section 3.9 Compensation of Directors
By resolution of the Board of Directors, each director may be paid the director’s plural expenses, if any, of attendance of each meeting of the Board of Directors, and may be paid a stated salary as a director, or a fixed sum for attendance at each meeting of the Board of Directors, or both. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation for such service.
Section 4.1 Number
The officers of the corporation shall be a president, one or more vice presidents (the number to be determined by the Board of Directors), a secretary and a treasurer, each of whom shall be elected by the Board of Directors. Members must be 21 years of age or older to qualify as an officer. Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors. All of the officers shall be members of the corporation but only the president and vice president must also be directors. Any two or more offices may be held by the same person.
Section 4.2 Election and Term of Office
The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held before each annual meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. Each officer shall hold office until his or her successor shall have been duly elected and qualified, or until the officer’s death, or until the officer shall resign, or shall have been removed from office in the manner provided in Section 4.3
Section 4.3 Removal
Any officer or agent may be removed by the Board of Directors when in its judgment, the best interest of the corporation will be served by such removal, but such removal shall not be without prejudice to the contract right, if any, of the person so removed. However, election or appointment of an officer or agent shall not of itself create contract rights.
Section 4.4 Resignation
Any officer may resign at any time by giving written notice to the Board of Directors, the president or the secretary. Any such resignation shall take effect upon receipt of such notice or any later dates specified therein. Unless otherwise specified in the written notice of resignation, the acceptance of such resignation shall not be necessary to make it effective, provided that the Board of Directors may reject any post-dated resignation by notice in writing to the resigning officer.
Section 4.5 Vacancies
A vacancy in any office because of death, resignation removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 4.6 Compensation
By resolution of the Board of Directors, any officer may be compensated at a level fixed by the Board of Directors.
Section 4.7 President
The president shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors. He or she shall, in general, supervise and control all the business and affairs of the corporation. The president shall, when present, preside at all meetings of the members and the Board of Directors. The president may sign, with the secretary, assistant secretary, or any other proper officer of the corporation so authorized by the Board of Directors, any deeds, mortgages, bonds contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution of any of the same shall be expressly delegated by the Board of Directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed. The president shall, in general, perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.
Section 4.8 Vice President
In the absence of the president or in the event of the president’s death, or inability or refusal to act, the vice-president (or in the event there is more than one vice-president, the vice-presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) 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. A vice-president may sign, with the secretary or assistant secretary, any necessary documents and shall perform such other documents as from time to time may be assigned to him or her by the president or by the Board of Directors. The vice-president(s) is to be given instruction and directions by the president and the Board of Directors.
Section 4.9 Secretary
The secretary shall:
1. Keep the minutes of the proceedings of the members and of the Board of Directors in one or more books provided for that purpose;
2. See that all notices are duly given in accordance with the provisions of these bylaws or as required by law;
3. Be custodian of the corporate records;
4. Keep a register of the mailing address of each member, which shall be furnished to the secretary by such member;
5. Have general charge of the membership register of the corporation, and
6. In general, perform all duties incident to the office of secretary and such other duties as may from time to time be assigned to him or her by the president or by the Board of Directors.
The Board of Directors may divide the office of the secretary into two offices, a recording secretary and a corresponding secretary, each with such duties and responsibilities as the Board of Directors shall prescribe.
Section 4.10 Treasurer
The treasurer shall:
1. Have charge and custody of, and be responsible for, all funds and
Securities of the corporation;
2. Receive, and give receipts for, monies due and payable to the corporation from any source, and deposit all such monies in the name of the corporation in such banks, trust companies, or other depositories as may be selected in accordance with the provisions of this Article IV of these bylaws and;
3. In general, perform all duties incident to the office of the treasurer and such other duties as from time to time may be assigned to him or her by the president or by the Board of Directors. If required by the Board of Directors, the treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.
Section 4.11 Assistant Secretary/Assistant Treasurer
The assistant secretaries, when authorized by the Board of Directors or these bylaws, may sign with the president or a vice-president, such documents as directed by the Board of Directors. The assistant treasurer shall, respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The assistant secretaries and the assistant treasurer shall, in general, perform such duties as shall be assigned to them by the secretary or the treasurer, respectively, or by the president of the Board of Directors.
Section 4.12 Compensation
The reasonable compensation of the officers shall be fixed from time to time by the Board of Directors. No officer shall be prevented from receiving such salary by reason of the fact that the officer is also a director of the corporation.
The Board of Directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each of whom shall consist of a minimum of two directors and have such powers as may be designated by the Board of Directors. It is the express purpose of a committee to investigate issues as delineated by the Board of Directors and to report back to the board with the committee’s findings and recommendations. Unless a committee is specifically authorized in writing, no committee shall have the right to carry out its recommendations since that is deemed to be a policy function of the Board of Directors. Each committee member shall hold office at the pleasure of the Board of Directors and may be removed by the Board of Directors.
Contracts, Loans, Checks and Deposits
Section 6.1 Contracts
The Board of Directors may authorize any officer, officers, agent or agents to enter into any contract, or execute or deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no officer, agent or employee shall have any power to authority to pledge its credit or render it liable for any purpose or for any amount.
Section 6.2 Loans
No loans shall be contracted on behalf of the corporation, and no evidence of indebtedness shall be issued in its name, unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. No loan shall be made by the corporation to its directors or officers. The directors of the corporation who vote for or assent to the making of a loan to a director of officer of the corporation, and any officer or officers participating in the making of such loan, shall be jointly and severally liable to the corporation for the amount of such loan until the repayment thereof. Unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract, or render it liable for any purposes.
Section 6.3 Checks, Drafts, Etc.
All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation, shall be signed by such officer, officers, agent or agents of the corporation and in such manner as shall such, from time to time, be determined by resolution of the Board of Directors.
Section 6.4 Deposits
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 6.5 Corporate Books and Records
The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors. It shall keep at its registered office or principal office a record of the names and addresses of its members entitled to vote. All books and records of the corporation may be inspected by any member, of the agent or attorney of any member, for any proper person at any reasonable time.
Waiver of Notice
Whenever any notice required to be given to any member or any director of the corporation under the provisions of these bylaws, under the Articles of Incorporation, or under the provisions of Oregon law, a waiver of notice in writing, signed by the person or persons entitled to the notice, whether before or after the time stated in the notice, shall be deemed equivalent to the giving of the notice.
Indemnification; Interested Parties
Section 8.1 Indemnification
The corporation shall indemnify to the fullest extent permitted by the Oregon Nonprofit Corporation Law any person who has been made, or who has threatened to be made, a party to an action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, or a fiduciary, against expenses. The right to and the amount of indemnification shall be determined in accordance with the provisions of the Oregon Nonprofit Act in effect at the time of determination.
Section 8.2 Conflicts of Interest and Interested Parties
A Director and officers shall disclose to the Board of Directors any financial interest which the director or officer directly or indirectly has in any person or entity which is a party or transaction under consideration by the Board of Directors. The interested director or officer shall abstain from voting on the transaction and shall comply with any applicable conflict of interest policy of the corporation.
Prior to entering into any compensation agreement, contract for goods or services, or any other transaction with any person who is in a position to exercise influence over the affairs of the Corporation, the Board of Directors shall establish that the proposed transaction is reasonable when compared to a similarly-situated organization for functionally comparable positions, goods or services rendered.
A director of the corporation shall not be disqualified by the director’s office from contracting with the corporation as a vendor, purchaser or otherwise; nor shall any contract or arrangement entered into by or on behalf of the corporation in which the director is any way interested be avoided on that account, provided that such contract arrangements shall have been in compliance with Section 8.2 and be approved and ratified by the majority of the Board of Directors without counting in such majority the director so interested, although such director may be counted toward a quorum, or shall have been approved or ratified by the affirmative action of the members, and the interest shall have been disclosed or known to the approving or ratifying director or member.
These bylaws may be altered, amended or repealed and new bylaws may be adopted by the Board of Directors by a majority vote of the full Board of Directors at any regular or special meeting. Whenever an amendment should occur to the bylaws, the bylaw amendment shall be codified by legal counsel for the corporation and revised bylaws, reflecting the date of the revision, shall be published and distributed to each member of the Board of Directors.