Bylaws of the Oregon Chapter of the Lewis & Clark Trail Heritage Foundation, Inc.


ARTICLE I – PURPOSE

Section 1. The Oregon Chapter (“Chapter”) is a chapter of the Lewis & Clark Trail Heritage Foundation (“National Foundation”). The Chapter shall comply with applicable state and federal laws and National Foundation policies. The Chapter’s registered office and principal office shall be in care of the sitting Treasurer.

Section 2. The purpose of the Chapter is to organize education and stewardship programs and projects to promote public interest and awareness in the stories of the Lewis and Clark Expedition; to assist the Foundation with the preservation and protection of the Lewis and Clark National Historic Trail; and to promote and support the Foundation’s mission, goals, and objectives at the local level.

Section 3. The Chapter is organized exclusively for charitable, educational or 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.

Section 4. No part of the net earnings of the Chapter shall inure to the benefit of, or be distributable to its members, Directors, Officers, or other private persons; except that the Chapter shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions to further the chapter purposes.

Section 5. No substantial part of the Chapter activities should include attempting to influence legislation. The Chapter 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.

Section 6. Notwithstanding any other provision of this document, the Chapter shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or 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.

Section 7. The directors of the Chapter may appropriately recognize and honor individuals or groups for acts of distinction or achievement in the broad field of Lewis and Clark Expedition historical research, writing, or deed which promote the general purpose and scope of activities of the Chapter. Such recognition may include scholarships, awards, or grants in amounts to be determined by the Board of Directors.

ARTICLE II – MEMBERSHIP AND DUES

Section 1. Upon payment of dues to the Oregon Chapter, membership is open to any person, family, firm, association, or corporation.

Section 2. The Chapter membership dues, in an amount determined by the Board of Directors, shall be payable on an annual basis in January of each calendar year. Upon payment of dues, a member shall be in good standing.

Section 3. Honorary members shall be such persons as are elected by the Board of Directors, chosen because of eminence in the field of historical arts or letters, or because of special services or outstanding interest in the work of the Foundation. Honorary members shall not be required to pay dues.

Section 4. Only members in good standing and honorary members may vote in a Chapter meeting. Each membership of the Chapter shall have one vote. If a member is unable to attend a meeting in person, the member may vote by written proxy submitted to the Secretary at any time before any scheduled meeting.

ARTICLE III – BOARD MEMBERS, OFFICERS, AND DUTIES

Section 1. The Officers of the Chapter shall be a President, Vice-President, Secretary, and a Treasurer who shall be elected by the membership at an annual meeting. The term of office is two years, with President and Secretary being elected in odd-numbered years and Vice-President and Treasurer being elected in even-numbered years. There shall be nine directors elected in the same manner for three-year terms. Director positions are staggered as well, with three directors being elected each year. Officers and Directors (together, “Board Members”) shall take office on January 1 following the election. There are no term limits for any Officer or Director position. In addition, there are three ex officio directors who are not elected and who hold voting privileges. The first ex officio position is reserved for the current superintendent of Lewis & Clark National Historical Park. The second ex officio position is reserved for the current special collections librarian at Lewis & Clark College. The third ex officio position is reserved for the Chapter’s immediate past president. The Officers and Directors shall meet periodically to act on behalf of the chapter, to provide guidance and to propose matters for the chapter to discuss and bring to a vote. The Board of Directors shall consist of the four Officers, nine Directors, and three ex officio directors.
    a. The President shall preside at all meetings of the Chapter and the Board of Directors. The President will coordinate the activities and promote the objectives of the Chapter and perform all duties as are ordinarily incident to the office.

    b. The Vice-President shall assist the President and perform all duties as are ordinarily incident to the office. In the case of absence or inability of the President, the duties of the office shall be performed by the Vice-President.

    c. The Secretary shall take the minutes of the proceedings of all Chapter meetings and maintain a permanent record of the minutes, shall read the report of the Board of Directors, and shall perform all other duties ordinarily incident to that office. The Secretary shall handle the correspondence of the Chapter.

    d. The Treasurer shall be the financial officer of the Chapter. The Treasurer shall receive all dues and any other monies received by the Chapter, and deposit all monies in a bank designated by the Board of Directors. Disbursement will be made only upon approval or delegation of the Board of Directors. The Treasurer shall maintain the roster of members in good standing.

    e. Gender and geographical balance should be considered for all offices and committees, but no one should be barred from serving based solely on geography or gender.
Section 2. Any Board Member may be removed for malfeasance by a majority vote at a membership meeting. A Board Member unable to complete a term of office shall be replaced by the Board of Directors, who shall appoint a replacement to complete the term of office.

Section 3. Board of Directors meetings must have a quorum of seven members.

Section 4. Robert’s Rules of Order shall be used for all Board meetings as the authority for matters of procedure.

Section 5. Board Members unable to attend a meeting may vote on a particular issue or issues by proxy, but are not considered part of the quorum requirement.

Section 6. Meetings of the Board of Directors may be held on the call of the President (or in the absence of a President, on the call of a majority of the members of the Board of Directors then in office), following seven days’ notice.

ARTICLE IV – COMMITTEES

Section 1. There shall be three standing committees: Program, Finance, and Membership. Committee members and chairpersons shall be appointed by the President and shall serve for one-year terms. The scope of duties and responsibilities of these committees shall be defined by the Board of Directors.

Section 2. The Board of Directors shall appoint a nominating committee consisting of a chairperson and two members. The nominating committee shall select a candidate for each office and for other positions on the Board of Directors and shall conduct all business of the election to include preparation of the ballot. The report of the nominating committee shall be filed with the Secretary at least 30 days prior to the autumn (annual) meeting so that a timely mailing can be made to the membership.

Section 3. Committee meetings shall be called by the committee chairperson or the Chapter President.

Section 4. Additional committees shall be established as needed by the Board of Directors.

ARTICLE V – MEETINGS

Section 1. There shall be a minimum of two regular meetings of the Chapter each year: the National Foundation’s annual meeting and an autumn (annual) meeting. The President may call for regular meetings at other times with the approval of the Board of Directors. The membership shall be notified of regular meetings in writing at least three weeks in advance. The annual meeting and election of officers and board members will be held at the autumn meeting. No quorum is required for regular membership meetings.

Section 2. Special meetings may be called by the President by direction of a majority of the members of the Board of Directors then in office. Special meetings may be also called by the President at the written request of nine members in good standing. The membership shall be notified of such special meeting and its purpose in writing at least three weeks in advance. A quorum shall consist of seven voting members. Proxy votes shall not be counted towards the establishment of a quorum.

ARTICLE VI – REPORTING, LEGAL, AND COMMUNICATIONS

Section 1. The fiscal year of the Chapter shall begin on the first day of October each year and end on the last day of September of the following year.

Section 2. As directed by the National Foundation, a Chapter Annual Report including a Treasurer’s Report, Volunteer Hours, and Chapter Membership Roster shall be submitted to the National Foundation every year and made available to or provided to the Chapter membership at or before the Chapter’s Annual Meeting.

Section 3. All required written communication to, from, or among the Board of Directors, Officers, committees, or members, may be delivered by electronic means, including email and links to website pages.

ARTICLE VII – AMENDMENTS

Section 1. These Bylaws may be amended by a majority vote of the members present at any regular or special meeting. Prior written notice and text of the amendment shall be sent to the membership three weeks in advance of the meeting.

ARTICLE VIII – DISSOLUTION

Section 1. A vote of the membership may dissolve the Chapter. Following the dissolution any remaining assets of the Chapter shall go to the National Foundation.

For information on joining the National Lewis & Clark Trail Heritage Foundation click here.

For information on joining the Oregon State Chapter click here.

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Adopted: October 3, 1998
Updated: December 6, 2014

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