Oregon Scooter Club/Vespa Club of Oregon
An Oregon Non-Profit Mutual Benefit Corporation
By-Laws
Adopted October 22, 2002
Amended December 15, 2004
Amended May 25, 2006
Article 1: Statement of Purpose
The Oregon Scooter Club/Vespa Club of Oregon is a 501 (c) (7)
designated non-profit scooter club dedicated to promoting safe riding,
good road manners and scooter awareness. We explicitly place no
barriers to membership on the basis of race, religion, gender, or
sexual orientation.
Article 2: Organization and Structure
A. Name
The name of this organization shall be the Oregon Scooter Club/Vespa
Club of Oregon (“OSC/VCO”).
B. Address
The principal office of OSC/VCO shall be established and maintained in
the State of Oregon, City of Portland at 3568 SE Gladstone Street,
Portland, Oregon 97202. The Board of Directors may change the
principal address from one location within the State of Oregon to
another location within the State of Oregon at their discretion. The
Secretary shall note any such change and the Board shall amend the bylaws
to reflect any such change.
C. Founders
The founders of the OSC/VCO are Jason Bailly, James Boehne, Debbie
Boehne, Scott Elder, Dave Fogarty, Kat Foster, Juaning Higgins, Roberta
Kent, Cassie Maringer, Becky McCabe, Dave McCabe, Rob Pennington, Tanya
Schneider, Tim Tate, Dillon Turner, Greg Walters, and Nicole Walters.
D. Board of Directors
There shall be a Board of Directors (“Board”) of OSC/VCO. The Board
shall have the powers and responsibilities as provided in Article 3
below.
E. Officers
There shall be at least a President, Vice President, Treasurer and
Secretary of OSC/VCO. Officers shall be elected by the members of
OSC/VCO and shall have the powers and responsibilities as provided in
Article 4 below.
F. Membership
There shall be a Membership of OSC/VCO, consisting of those qualified
applicants as defined in Article 5 below.
Article 3: Board of Directors
A. Composition of the Board of Directors
The Board of Directors shall consist of the Founders of OSC/VCO
(“Founding Directors”) who are members in good standing and who
volunteer to serve and such other Directors as the Board shall from
time to time elect, but not to exceed 13 Directors. The Board shall
have a minimum of five (5) members. (Amended May 25, 2006)
B. Powers of the Board of Directors
1. The governing body of OSC/VCO shall be the Board of Directors
(“Board”).
2. The Board shall have supervision, control and direction of
the management, affairs and property of OSC/VCO.
3. The Board may adopt, by majority vote, such policies, rules
and regulations for OSC/VCO as the Board shall deem necessary or
desirable.
4. The Board may amend the By-Laws of OSC/VCO as deemed
necessary or desirable.
5. The Board may employ such persons, including but not limited
to attorneys, trustees, agents and assistants, as in its judgment
are necessary or desirable for the administration and management
of OSC/VCO, and my pay reasonable compensation for the services
performed and expenses incurred by any such persons.
C. Responsibilities of the Board of Directors
1. The Board shall actively pursue the purposes and objectives
of OSC/VCO and supervise the disbursement of OSC/VCO funds.
2. The Board shall prepare the annual report and file it with
the Secretary of State.
D. Tenure of the Board of Directors
A Founding Director shall remain on the Board unless the Founding
Director dies, resigns, is no longer a member in good standing, is
absent without notification to Board for a period of 1 year, or is
otherwise so incapacitated as to be unable to perform his or her
duties. Any other Director shall remain on the Board unless he or she
resigns, or is removed from the Board by a majority vote of the
Founding Directors. (Amended May 25, 2006)
Article 4: Officers
A. Designation of Officers
There shall be at least a President, Vice President, Treasurer and
Secretary of OSC/VCO.
B. Election, Removal and Terms of Officers
Officers shall be members in good standing and are elected by majority
vote of the eligible members of OSC/VCO. Elections shall take place
annually at a meeting to be called for that purpose. Officers may be
removed by a majority vote of the Board of Directors at any Board
Meeting. If an Officer is removed, another election shall be held for
that Officer's position. Unless removed, each Officer shall serve a
term beginning with his election and termination at the election of new
Officers. (Amended May 25, 2006)
C. Duties of the President
The duties of the President shall be to:
1. Preside at all meetings of the club;
2. Call the annual OSC/VCO Board Meeting;
3. Call meetings for the election of officers;
4. Have general supervision of the affairs of the club in
accordance with the Board; (Amended May 25, 2006)
5. To personally represent the club on proper occasions and in
business contacts;
6. Appoint any person or committee not otherwise ordered by the
club;
7. Assist all other officers of the club in their records,
correspondence and other club duties.
D. Duties of the Vice President
The duties of the Vice President shall be to:
1. Assist club President with all club business and management.
2. Perform the duties of the President in her/his absence.
E. Duties of the Secretary
The duties of the Secretary shall be to:
1. Keep a record of the minutes of each meeting and;
2. Handle all club correspondence.
F. Duties of the Treasurer
The duties of the Treasurer shall be to:
1. Collect dues of all members;
2. Maintain club financial records and deliver financial reports
to the club monthly;
3. Maintain club banking and bank account.
Article 5: Membership
A. Minimum Qualifications for Membership
Before being considered for membership, applicants shall be riders of
scooters and/or scooter enthusiasts.
B. Application for Membership and Waiver
An application for membership and waiver, as constructed and defined by
the Board of Directors shall be made available. The application and
waiver must be completed and returned to the Treasurer upon payment of
dues.
C. Dues
Each member shall pay dues regularly. To be eligible to vote, a member
must be in good standing. A member in good standing is a member who is
up to date with his/her financial obligations to OSC/VCO. The amount
and frequency of dues shall be determined by the Board. (Amended May
25, 2006)
D. Sanctions
Membership may be restricted or terminated at the discretion of the
Board.
Article 6: Contracts, Checks, Deposits and Funds
A. Contracts
The Board of Directors may authorize any officer or officers to enter
into any contract or execute and deliver any instrument in the name
and/or on behalf of OSC/VCO. Such authority must be in writing and may
be general or confined to specific instances.
B. Financial Instruments
All checks, drafts or other orders of the payment of money, notes or
other evidences of indebtedness issued in the name of OSC/VCO shall be
signed by such officer or officers of OSC/VCO as may be determined by
the Board of Directors. Such authority must be in writing and may be
general or confined to specific instances.
C. Deposits
All funds of OSC/VCO shall be deposited to the credit of OSC/VCO in
such banks, trust companies or other depositaries as the Board of
Directors may select.
D. Gifts
The Board of Directors may accept on behalf of OSC/VCO any
contribution, gift, bequest or devise for the general or for any
special purpose of OSC/VCO.
Article 7: Meetings, Voting and Quorum
A. Meetings of the Board of Directors
The President shall call an annual meeting of the Board of Directors.
The meeting shall be held at such time and place as the President shall
designate. All Directors must attend the annual meeting. In addition,
any Board member may call a Board meeting as deemed necessary or
desirable.
B. Other Meetings
In addition to Board meetings, the President may call such other
meetings as the President deems necessary or desirable. Meetings shall
be held at such time and place as the President shall designate.
C. 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 Founding Directors 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.
D. Quorum
Notwithstanding section 7 C above, regarding a meeting of the Board,
for any vote to be held a quorum must be present. A quorum shall
consist of two-thirds of the Directors.
Article 8: Dissolution
A. Dissolution on vote of Board of Directors
OSC/VCO shall be dissolved upon a majority vote of the Board of
Directors.
B. Distribution of Assets Upon Dissolution
Upon dissolution, all OSC/VCO assets shall be distributed to the
creditors of OSC/VCO, if any. Any remaining assets shall be
distributed among the current members of OSC/VCO in proportion to their
contribution to OSC/VCO, to be determined by the Board of Directors.
Article 9: Chapter clubs (Amended December 15, 2004)
A. Composition - OSC/VCO chapters are granted charters on the
following basis:
1. Any identifiable geographic location within the state of Oregon and
beyond a 25 mile radius of Portland's metro area where two (2) or more
OSC/VCO members reside.
B. Name - "OSC/VCO Chapter" will be included in the name of each
chapter.
C. Bylaws - Each chapter shall adopt bylaws defining the organization
and operation of the chapter, which will be effective upon approval of
the Board.
D. Charters - Chapter charters shall be subject to renewal by the
Board each fiscal year. Renewal of charter requires: (Amended May 25,
2006)
1. Adherence to the mission of OSC/VCO and provisions of the chapter’s
bylaws,
2. Retention of at least 5 active members in OSC/VCO,
3. A minimum of one (1) meeting a year,
4. A minimum of one (1) program or event per year.
E. Officers - Regional chapters will elect from among themselves one
(1) representative to serve as a Chapter Officer, based upon category
stated in chapter's bylaws for a 1-year term. Chapter Presidents will
serve on BOARD for 1-year term.
F. Funds - Chapters shall not levy dues. They may raise funds and
solicit contributions upon approval of the Board. The Board may
appropriate funds for the development and operations of chapters.
Chapters may request funds from the OSC/VCO Treasurer.
Last updated by Nicole Walters May. 12, 2008.
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