Battle for the Bridge Bylaws
ARTICLE 1 – Name
The name of the association is Battle for the Bridge. Battle for the Bridge is a registered Oregon non-profit corporation.
ARTICLE II – Purpose & Location of Offices
The purpose of the Battle for the Bridge (BFTB) is to engage in any lawful activity, none of which is for-profit, for which organizations may be organized in pursuant to Chapter 61 of the Oregon Revised Statutes. Further, this organization is in existence for the purpose of raising money to support other registered Oregon non-profit corporations and direct all alumni athletic competitions between Oregon City High School graduates and West Linn High School graduates.
The principle office of BFTB shall be located in West Linn, OR. BFTB may have such other offices, either within or outside the State of Oregon, as the Board of Directors may from time to time choose to establish.
ARTICLE III – Membership & Voting
1. General – All persons are eligible for membership and participation in BFTB events. There are no dues required for BFTB membership.
2. Voting Rights — The Board of Directors, by vote of simple majority, will have the authority to carry out any action explicitly contained in these Bylaws and/or any business of the BFTB.
ARTICLE IV – Board of Directors
1. Number, Tenure and Qualifications – The Board of Directors shall consist of nine (12) Directors-at-Large of which four (4) will be selected to the Executive Committee. The terms of all new officers on the Board of Directors will commence on January 1 and end on December 31 of the third (3) subsequent year of their election. Board members are nominated and confirmed by simple majority of the existing Board of Directors.
a. Directors-at-Large – The term for each of the Directors-at-Large shall be three years with one-third of the Director-at-Large positions vacated and voted on annually. All Director-at-Large nominees must be voted on by a simple majority of the existing Board of Directors. Nominations will occur annually at the regular Board Directors Meeting in September.
b. Chair– The term for the Chair will be one (1) year and he or she shall be an existing member of the Board of Directors at the time of their election as well as a member in good standing.
c. Vice-Chair– The term for the Vice-Chair will be one (1) year and he or she shall be an existing member of the Board of Directors at the time of their election as well as a member in good standing. In the event that the Chair is no longer able to serve in his or her position, the Vice-Chair will fulfill the entire term as Chair.
d. Secretary and Treasurer – The term for the Secretary and Treasurer will be one (1) year and shall be an existing member of the Board of Directors. The persons holding the position of Secretary or Treasurer may serve consecutive terms by approval of two-thirds (2/3) vote of the Board of Directors.
2. Regular Meetings – Regulars meetings of the Board of Directors shall be held at a location specified by the Chair and approved by a simple majority of the Board of Directors. The Chair may provide for the time and the place of the holding of additional regular meetings of the Board of Directors upon notice to the members of the Board of Directors at least ten (10) days prior to the meeting.
3. Notice and Waiver of Meetings – Any member of the Board of Directors may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of said meeting, except where the Director attends a meeting for the express purpose of objecting to the transaction of any business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need to be specified in the notice or waiver of notice of such meetings unless specifically by law or by these Bylaws.
4. Quorum – Half of the active membership of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.
5. Manner of Acting – The act of a simple majority of the Directors present at a meeting at which quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law of by these Bylaws.
6. Vacancies – Any permanent vacancy, consisting of death, resignation or removal of a member of the Board of Directors, shall be filled a nomination from the Chair with the approval, by simple majority, of the entire remaining Board of Directors. The appointee shall serve out the remaining term of the Director for whose position they were appointed.
7. Attendance of Meetings – Any Director who fails to attend three (3) consecutive regular meetings of the Board of Directors may be removed by a vote, by simple majority, of the Directors present, as long as quorum is reached.
8. Informal Action by Directors – Any action required by law to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors, and be taken without a meeting if a consent in writing, setting forth the action so taken, shall be agreed to by simple majority of all the Directors and all provisions of Oregon Revised Statute (ORS) 60.341.
9. Compensation and Expenses – Directors shall serve without salary. Expenses incurred in connection with the performance of their official duties may be reimbursed to directors upon approval, by simple majority, of the Board of Directors. Except as limited by law, BFTB shall indemnify an individual made to a party proceeding because the individual is or was a Director against liability incurred in the proceeding if 1) the conduct of the individual was in good faith; 2) the individual reasonably believed that the individual’s conduct was in the best interest of BFTB, or at least not opposed to the best interests; and 3) in the case of any criminal proceedings, the individual had no reasonable cause to believe the conduct of the individual was unlawful.
ARTICLE VI – Officers
1. Officers – The officers of BTFB shall be the Chair, Vice Chair, Secretary and Treasurer.
2. Committees – The standing committees of BTFB shall be the Football Game Operations, Golf Tournament Operations, Development, Finance, and Marketing. The Chair may appoint other committees from time to time to perform various tasks on behalf of the Board of Directors.
a. Executive Committee – The Executive Committee shall consist of the Chair, Vice-Chair, Treasurer, and Secretary. The Chair, Vice-Chair, Secretary, and Treasurer will be selected from among the current Directors-at-Large and serve a one (1) year term. The term for the Chair will be one (1) years and shall also be an existing member of the Board of Directors at the time of his or her election. The Executive Committee shall consult with and advise the Officers of BFTB in the management of BTFB’s affairs and shall have and may exercise such powers of the Board of Directors as can lawfully be delegated to the Committee. Regular meetings of the Executive Committee may be called by any member thereof upon at least twenty-four (24) hours notice to all other members of a said committee. At all meetings of the Executive Committee, a simple majority of the Committee’s total members shall constitute a quorum for the transaction of business. The Executive Committee shall keep regular minutes of its proceedings and report those minutes to the Board of Directors at its regular meeting.
3. Additional Offices and Vacancies – Offices may be created and filled at any meeting of the Board of Directors. Any new office would need to be approved by two-thirds (2/3) majority of the Board of Directors. Each officer shall hold office until his successor shall be duly elected and shall have qualified. Vacancies in any office shall be filled by appointment of the Chair with the approval, by simple majority, of the remaining Board of Directors.
4. Removal – Any officer elected, appointed, or approved by the Board of Directors may be removed from office whenever, in the judgment of a two-thirds (2/3) majority of the Board of Directors, the best interests of BFTB would be served by such removal. Quorum rules do not apply to this clause and removal must be based on a two-thirds (2/3) majority of the remaining members of the Board of Directors. The Director being considered for removal shall be given written notice of the expulsion, suspension or termination and the reason therefore not less than fifteen (15) days prior to the action. The Director will also be given the opportunity to defend him or herself in front of the Board of Directors at a regular or special meeting called under the rules, orally or in writing, before any action by the Board is taken.
5. Chair – The Chair shall be the Chief Executive Officer of BFTB. He or she shall preside at all meetings of the members and the Board of Directors. He or she may sign, with the Secretary or other proper officer of BFTB 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 thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of BFTB; and, in general, they shall perform all duties incident to the office of the Chair and such other duties may be prescribed by the Board of Directors from time to time.
6. Secretary – The Secretary of BFTB shall keep the minutes of the meetings of the members and Board of Directors in materials provided for that purpose or other electronic means and be the custodian of BFTB’s records and keep the same available for inspection by any member at any reasonable time. The Secretary shall send written notices of the time and place of all Board of Directors and membership meetings and see that all notices are duly given in accordance with the provisions of these Bylaws and as required by law; keep a register of the contact information of each member which shall be furnished to the Secretary by such member; be responsible for updating and evaluating BFTB website and, in general, perform all duties incident to the office of Secretary and other duties as from time to time may be assigned by the Chair or the Board of Directors.
7. Treasurer – The Treasurer shall have charge and custody of and be responsible for all funds and securities of BFTB; receive and give receipts for monies due and payable to BFTB from any source whatsoever, and deposit all such monies in the name of BFTB in such banks or other depositories as shall be selected by the Board of Directors, making proper vouchers for such disbursements, and shall render to the Board of Directors quarterly, or whenever they require it, a written financial statement in full of their transactions as Treasurer, and of the financial standing of BFTB; and, in general, perform all duties as from time to time may be assigned to them by the Chair or the Board of Director. All checks, vouchers, drafts, or other orders for payment of money of and from BFTB shall be signed by one of the following named officers: Chair, Vice-Chair, Secretary, or Treasurer. The Treasurer shall have the power to expedite efficient operation of BFTB business. In the event of their succession, death, resignation, or removal from office, they shall return to BFTB, or turn over to their successor, all monies, securities, vouchers, books, papers, and property of every kind and description in their possession or under their control belonging to BFTB. If required by the Board of Directors, the Treasurer and any person authorized to sign checks, vouchers, drafts, or other orders of payment to BFTB shall give a bond for the faithful discharge of their duties in such a sum and with such surety or sureties as the Board of Directors shall determine.
8. Vice-Chair – The Vice-Chair shall perform the duties of the Chair in his or her absence. The Vice-Chair shall also serve on any committees appointed by the Chair.
ARTICLE VII – Major Allocation of Funds
A major allocation of funds constitutes expenditure for any one activity of purpose that will exceed $1,000 annually. The Board of Directors must approve, by simple majority, any expenditure the Treasurer or any other Board Member deems to be in excess of $1,000 if the total expenditure for an activity or item was not anticipated to exceed $1,000 but did so after the fact, that must be brought to the attention of the Board at the next regular meeting by the Treasurer and continued spending must be approved by a simple majority of the Board of Directors. The annual known major expenditures of BFTB are:
1. Grant(s) to other registered Oregon nonprofit corporations – The board of Directors at their regular September board meeting each year are to determine a sum to be donated other registered Oregon nonprofit corporations based on the net proceeds earned by BFTB during the past year. These grants will be made on or before December 31.
2. Reserve Funds¬ – In considering its annual grants, the Board of Directors may provide for and maintain a reserve fund for emergency or other critical or strategic needs. It is the intent of this reserve not to be a “slush fund” for miscellaneous requests and special interest groups, but to be maintained to earn additional income for BFTB and fulfill the regular operating expenses of BFTB.
ARTICLE VIII – Amendments to Bylaws
These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by the vote of a two-thirds (2/3) majority of the Directors at a meeting at which quorum is present, provided notice is given in writing as to the proposed changes more than five (5) days prior to a regularly, or specially scheduled meeting of the Board of Directors. BFTB’s bylaws may not, however, contain any provision inconsistent with law.
ARTICLE IX –Other General Provisions
1. Rules of Order – Order of business at meetings and all questions of procedure shall be governed by Roberts Rules of Order, except as otherwise stated herein.
2. Gifts – The Board of Directors may accept on the behalf of BFTB any contribution, gift, bequest, or devise for the general purposes or any special purposes of BFTB.