Legion of Tech is an Oregon 501(c6) Oregon non profit.
Board Members:
- Chair: Josh Bancroft (contact: jabancroft at gmail)
- Secretary: Amy Farrell (contact: amykfarrell at gmail)
- Treasurer: Chris Pitzer (contact: chrispitzer at gmail)
- Dawn Foster
- Christie Koehler
- Jason Mauer
BYLAWS OF Legion of Tech
ARTICLE I — NAME AND PURPOSE
Section 1 — Name:
The name of the organization shall be Legion of Tech. It shall be a nonprofit organization incorporated under the laws of the State of Oregon.
Section 2 - Purpose:
The purpose of this not-for-profit organization is to grow and nurture the local Portland community through free, educational, community-run technology events.
Section 3 - Scope:
What we DO:
- The Legion of Tech focuses on the Portland metro community
- Events are provided free of charge to attendees
- Events are open to any and all members of the community — to help plan and organize, as well as attend
What we DO NOT do:
- We will not assist for-profit events or events that serve, in whole or in part, to explicitly promote the interests of for-profit concerns.
- We will not assist non-technology events (events must be relevant to the greater Portland technology community).
Section 4 - 501(c) (3) Information:
Note: This organization will be applying for 501(c) (3) status; however, at the time of incorporation, this status has not yet been achieved.
The purpose or purposes for which the corporation is organized are as follows;
Said organization is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by any organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for the public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for the purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
Section 5 - Details of Distribution of Assets upon Dissolution
Should the organization dissolve for any reason, any remaining assets should be distributed to:
Free Geek
1731 SE 10th Avenue
Portland, OR 97214
503-232-9350
ARTICLE II — MEMBERSHIP
Section 1 — Membership:
Membership shall consist of the board of directors.
ARTICLE III — BOARD OF DIRECTORS
Section 1 — Board role, size, and compensation:
The board is responsible for overall policy and direction of the association, and delegates responsibility of day-to-day operations to the staff and committees. The board shall have up to 10, but not fewer than 5 members. The board receives no compensation other than reasonable expenses.
Section 2 — Terms:
All board members shall serve two-year terms with approximately 1/2 of current board members up for election in each calendar year, but are eligible for re-election for an unlimited number of consecutive terms.
Section 3 — Meetings and notice:
The board shall meet at least quarterly at an agreed upon time and place. An official board meeting requires that each board member have written or emailed notice at least one week in advance.
Section 4 — Board elections:
During the December board meeting, the board of directors shall elect Directors to replace those whose terms will expire at the end of the calendar year after a two-year term. This election shall take place during a regular meeting of the directors, called in accordance with the provisions of these bylaws.
Section 5 — Election procedures:
Any current director may run for re-election. Non-directors who wish to run for a Director seat must be nominated by an existing director and seconded by another existing director. New directors shall be elected by a majority of directors present at such a meeting, provided there is a quorum present. Directors so elected shall serve a term beginning on the first day of the next calendar year.
Section 6 — Quorum:
A quorum must be attended by at least fifty percent of board members for business transactions to take place and motions to pass.
Section 7 — Officers and Duties:
There shall be three officers of the board, consisting of a chair, secretary, and treasurer. Their duties are as follows:
The chair shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: secretary, treasurer.
The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.
The treasurer shall make a report at each board meeting. The treasurer shall chair the finance committee, have primary responsibility for all financial accounts, assist in the preparation of the budget, and make financial information available to board members and the public.
Section 8 — Vacancies:
When a vacancy on the board exists mid-term, the secretary must receive nominations for new members from present board members one week in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member’s term.
Section 9 — Resignation, termination, and absences:
Resignation from the board must be in writing and received by the secretary. A board member may be removed for any reason, including excessive absences, by a vote of three-fifths of the remaining directors.
Section 10 — Special meetings:
Special meetings of the board shall be called upon the request of the chair, or one-third of the board. Notices of special meetings shall be sent out by the secretary to each board member at least 24 hours in advance.
Section 11 — Voting:
When a vote of the Board of Directors is contemplated, a majority vote of the Board shall be controlling. In the event of a tie vote, a majority vote of the Executive Committee shall be controlling. Voting shall take place during Board meetings. To initiate a vote, any Director may move for a vote. A motion to vote must be seconded by another Director. Once a motion to vote has been made and seconded, a vote shall be had.
ARTICLE IV — COMMITTEES
Section 1 — Committee formation:
The board may create committees as needed, such as fundraising, housing, public relations, data collection, etc. The board Chair appoints all committee chairs. Committee chairs must be selected from the existing board members.
Section 2 — Executive Committee:
The three officers serve as the members of the Executive Committee. Except for the power to amend the articles of incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.
Section 3 — Finance Committee:
The treasurer is the chair of the Finance Committee, which includes two other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plan, and annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to board members and the public by posting them on the organization’s website.
ARTICLE V - STAFF
Section 1 — Staff:
At some point in the future, the board may vote to hire paid staff and/or an executive director if the organization grows past the point where the board can manage the organization using only volunteer help. The board will determine salaries and designate the specific duties of the staff as necessary.
ARTICLE VI - CONFLICTING INTEREST
Section 1 – Conflicting Interest:
Whenever a director or officer or family member of a director or officer has a financial interest in any matter coming before the board of directors, the board shall ensure that:
- The interest of such officer or director is fully disclosed to the board of directors.
- No interested officer or director may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting of the board of directors at which such matter is voted upon.
- Any transaction in which a director or officer has a financial or personal interest shall be duly approved by members of the board of directors not so interested or connected as being in the best interests of the organization.
- Payments to the interested officer or director shall be reasonable and shall not exceed fair market value.
- The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.
ARTICLE VII — AMENDMENTS
Section 1 — Amendments:
These bylaws may be amended when necessary by three-fifths majority of the board of directors. Proposed amendments must be submitted to the secretary to be sent out with regular board announcements.
CERTIFICATION
These bylaws were approved at a meeting of the board of directors by a three-fifths majority vote on December 13, 2007.
Address:
533 NE Couch St., #3
Portland, OR 97232