Legion of Tech is a 501(c)6 Oregon non profit.
- Secretary: Amy Farrell (contact: firstname.lastname@example.org)
- Chair: Chris McCraw (contact: email@example.com)
- Treasurer: Christie Koehler (contact: firstname.lastname@example.org)
- Reid Beels
BYLAWS OF Legion of Tech
Bylaws of a Nonmembership Corporation
Name of Corporation: Legion of Tech
Article I: Purpose
This corporation shall be organized and operated exclusively for charitable, scientific, literary, and educational purposes. Subject to the limitations stated in the Articles of Incorporation, the purposes of this corporation shall be to engage in any lawful activities, none of which are for profit, for which corporation may be organized under Chapter 65 of the Oregon Revised Statutes (or its corresponding future provisions) and §501(c)(6) of the Internal Revenue Code of 1954 (or its corresponding future provisions).
The corporation’s primary purpose shall be to foster and sustain the greater Portland tech community through free and affordable peer-driven educational events, social activities, and other outreach.
Article II: Nonmembership
This corporation shall have no members as that term is defined by Oregon Revised Statutes Chapter 65, but shall have members for other purposes. These members shall have none of the rights or duties described in ORS Chapter 65 (or any corresponding future statute.)
Article III: Board of Directors
Section 1. Duties.
The affairs of the corporation shall be managed by the Board of Directors.
Section 2. Number and Qualifications.
The number of Directors may vary between a minimum of three and a maximum of ten.
Section 3. Term and Election.
The term of office for Directors shall be two years. A Director may be reelected without limitation on the number of terms she or he may serve. The board shall elect its own members, except that a Director shall not vote on that member’s own position.
Section 4. Removal
Any Director may be removed, with or without cause, by a vote of two-thirds of the Directors then in office.
Section 5. Vacancies.
Vacancies on the Board of Directors and newly created board positions shall be filled by a majority vote of the Directors then on the Board of Directors.
Section 6. Quorum and Action.
A quorum at a board meeting shall be a majority of the number of Directors prescribed by the Board, or if no number is prescribed, a majority of the number in office immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of the directors present, except as otherwise provided by these Bylaws. Where the law requires a majority vote of the directors in office to establish committees to exercise Board functions, to amend the Articles of Incorporation, to sell assets not in the regular course of business, to merge, or to dissolve, or for other matters, such action is taken by that majority as required by law.
Section 7. Regular Meetings.
Regular meetings of the Board of Directors shall be held at the time and place to be determined by the Board of Directors. No other notice of the date, time, place, or purpose of these meetings is required.
Section 8. Special Meetings.
Special meetings of the Board of Directors shall be held at the time and place to be determined by the Board of Directors. Notice of such meetings, describing the date, time, place, and purpose of the meeting, shall be delivered to each Director personally or by telephone or by mail or by electronic communication not less than two days prior to the special meeting.
Section 9. Alternative Meeting Venue.
Any regular or special meeting of the Board of Directors may be conducted through use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting.
Section 10. No Salary.
Directors shall not receive salaries for their Board services but may be reimbursed for expenses related to Board service.
Section 11. Action by Consent.
Any action required or permitted by law to be taken at a meeting of the board may be taken without a meeting if a consent in writing, setting forth the action to be taken or so taken, shall be signed by all the Directors.
Article IV: Committees
Section 1. Executive Committee.
The Board of Directors may elect an Executive Committee. The Executive Committee shall have the authority to make on-going decisions between Board meetings and shall have the authority to make financial and budgetary decisions.
Section 2. Other Committees.
The Board of Directors may establish such other committees as it deems necessary and desirable. Such committees may exercise the authority of the Board of Directors or may be advisory committees.
Section 3. Composition of Committees Exercising Board Authority.
Any committee that exercises any authority of the Board of Directors shall be composed of two or more Directors, elected by the Board of Directors by a majority vote of the Directors prescribed by the Board, or if no number is prescribed, of all Directors in office at that time.
Section 4. Quorum and Action.
A quorum at a Committee meeting exercising Board authority shall be a majority of all Committee members in office immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of Directors present.
Section 5. Limitations on the Powers of Committees.
No committee may authorize payment of a dividend or any part of the income or profit of the corporation to its directors or officers; may approve dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation’s assets; may elect, appoint, or remove directors or fill vacancies on the Board or on any of its committees; nor may adopt, amend, or repeal the Articles, Bylaws, or any resolution by the Board of Directors.
Article V: Officers
Section 1. Titles and Qualifications.
The officers of this corporation shall be the President, Secretary and Treasurer. All officers of this corporation must be members of the Board of Directors.
Section 2. Election.
The Board of Directors shall elect the officers to serve one year terms. Officers may serve no more than two consecutive years in the same position. If elected to a partial term, an officer’s service during that partial term shall not count as part of the two consecutive years sequence.
Section 3. Vacancy.
A vacancy in any office shall be filled not later than the first regular meeting of the Board of Directors following the vacancy.
Section 4. Other Officers.
The Board of Directors may elect or appoint other officers, agents and employees 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 of Directors.
Section 5. President.
The President shall be the chief officer of the corporation and shall act as the Chair of the Board. The President shall have any other powers and duties as may be prescribed by the Board of Directors.
Section 6. Secretary.
The Secretary shall have overall responsibility for all record keeping and all corporate funds. The Secretary shall perform, or cause to be performed, the following duties: (a) official recording of the minutes of all proceedings of the Board of Directors meetings and actions; (b) provision for notice of all meetings of the Board of Directors; (c) authentication of the records of the corporation; and (d) any other duties as may be prescribed by the Board of Directors.
Section 7. Treasurer.
The Treasurer shall have overall responsibility for all corporate funds. The Treasurer shall perform, or cause to be performed, the following duties: (a) keeping of full and accurate accounts of all financial records of the corporation; (b) deposit of all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors; (c) disbursement of all funds when proper to do so; (d) making financial reports as to the financial condition of the corporation to the Board of Directors; and (d) any other duties as may be prescribed by the Board of Directors.
Article VI: Corporate Indemnity
This corporation will indemnify to the fullest extent not prohibited by law any person who is made or threatened to be made a party to an action, suit, or other proceeding, by reason of the fact that the person is or was a director or officer of the corporation or a fiduciary within the meaning of the Employee Retirement Income Security Act (or its corresponding future provisions) with respect to any employee benefit plan of the corporation. No amendment to this Article that limits the corporation’s obligation to indemnify any person shall have any effect on such obligation for any act or omission that occurs prior to the later of the effective date of the amendment or the date notice of the amendment is given to the person. The corporation shall interpret this indemnification provision to extend to all persons covered by its provisions the most liberal possible indemnification–substantively, procedurally, and otherwise.
Article VII: Amendments to Bylaws
These Bylaws may be amended or repealed, and new Bylaws adopted, by the Board of Directors by a majority vote of Directors present, if a quorum is present. Prior to the adoption of the amendment, each Director shall be given at least two days notice of the date, time, and place of the meeting at which the proposed amendment is to be considered, and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the Bylaws and shall contain a copy of the proposed amendment.
DATE ADOPTED: 26 October 2011