(Amended April 15, 2012)
Article I. Name.
This organization shall be called Columbia River Peace Corps Association (CRPCA).
Article II. Purpose.
Section 1. The Association is a not-for-profit organization organized exclusively for charitable 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 corporations may be organized under Chapter 65 of the Oregon Revised Statutes (or its corresponding future provisions) and Section 501 (c) 3 of the Internal Revenue Code (or its corresponding future provisions). No Board member, officer, agent or employee shall at any time receive or be entitled to receive any compensation or pecuniary profit from the operation of the Association or upon its liquidation or dissolution, except for reasonable compensation for services actually rendered to the Association in effecting one or more of its objectives or purposes, or as a direct or indirect beneficiary of its said nonprofit purposes.
Section 2. The primary purpose of this Association is to:
(a) Promote charitable and educational purposes, as those terms are used in Section 501(c) of the Internal Revenue Code, in connection with accomplishing the third goal of Peace Corps as originally mandated by Congress in 1961: “to promote a better understanding of other people on the part of the American people.”
(b) Provide a regional, interdisciplinary forum for charitable activities, professional development, networking, and exchange of knowledge related to understanding and assisting people from diverse cultures in the Portland area and in countries where Peace Corps volunteers have served.
(c) Provide support for newly Returned Peace Corps Volunteers re-connecting with their community and culture in the United States while allowing them to continue with public service related activities similar to those encountered in their Peace Corps service.
(d) Provide a venue for Returned Peace Corps Volunteers to utilize their public service skills in their current community.
Section 3. It is the general policy of the Association to operate without discrimination as to age, race, religion, gender, sexual orientation, or national origin.
Article III. Membership.
Section 1. Eligibility. Any individual interested in the purposes of the Association shall be eligible for membership. Members are defined as those who have paid the currently stipulated membership dues. Dues must be paid annually to retain membership, except for those eligible for free membership per Section 3.
Section 2. Rights. All members have the right to vote for officers and on other official matters of the Association, to hold office if duly elected, and to receive all notifications pertaining to the official business of the Association. Where possible, all decisions regarding the operations of the Association will be made at general meetings of members, where all members present may vote. The Association will protect the privacy of its members by not providing its mailing list to outside parties. However, certain items may be included in a regular Association mailing provided that the Board determines it will be of interest to members and the requesting organization pays for the cost of that mailing.
Section 3. Dues. The annual membership dues shall be determined by the Board. Current Peace Corps Volunteers from the greater Portland-Vancouver area are eligible for free membership throughout their time of service. Returned Peace Corps Volunteers in the greater Portland-Vancouver area who have not previously been Association members are eligible for one-year free membership.
Article IV. Governing Body
Section 1. Number and Qualifications. The affairs of the Association shall be governed by a President, a Secretary, a Treasurer, and 7-12 additional positions as designated by the Board. All Board members must be members of the Association.
Section 2. Governing Powers and Duties. The Board shall have all the powers and duties necessary or appropriate for the administration of affairs of this Association and may do all such acts and things as are not by law or by the Articles of the Association or by this Constitution directed to be exercised and done by members.
The duties of the Board shall include:
(a) Carrying out any necessary business of the Association between the general meetings.
(b) Determining the Coordinators of Special Project Committees of the Association. The Council will monitor the activities of all Committees and provide for periodic reports on their activities to the membership.
(c) Authorizing any matters to be submitted to a vote of the general membership of the Association including election of officers. The Board will receive and consider petitions from the membership for matters to be submitted to a vote of the general membership of the Association; any such petition signed by fifteen (15) percent of the current membership makes submission of the issue to the membership mandatory upon the Board.
(d) Authorizing, adopting and publishing any rules and codes for the Association not specifically at variance with the Bylaws of the Association, or the laws of Oregon.
Section 3. Election and Term of Office. Each position on the Board is a one-year term. The procedure for selecting officers shall be as set forth in Article V, Section 2. The term of office generally shall be from May 1st to April 30th.
Section 4. Vacancies. If any position of the Board members becomes vacant, the Board will appoint a member of the Association to serve on Board until the next general election.
Section 5. Removal of Board Members. At any Board meeting duly called, any one or more of the Board members may be removed with cause by a majority vote of members of the Board. A successor Board member may then and there be appointed to fill the vacancy thus created.
Section 6. Compensation. Compensation shall not be paid to Board members for their services in their capacity as Board members, nor pursuant to any other contractual arrangements. However, Board members may be reimbursed for actual expenses incurred by them in the performance of their duties, as approved by a majority of the Board.
Section 7. Meetings. The Board shall meet at least quarterly. Special meetings of the Board may be called by the President or by at least four other Board members, on two weeks’ notice, which notice shall state the time, place, and purpose of the meeting. All meetings of the Board shall be open to the membership except for those times when the Board will discuss matters involving personal privacy. All members present at meetings shall also have a vote in any decisions made at that meeting.
Section 8. Quorum. At all business meetings, a simple majority of filled Board positions shall constitute a quorum for the transaction of business. All members present are eligible to vote on Association business, with the exception of bylaw amendments per Article IX.
Section 9. Sharing of Officer Positions. Any Board position may be shared by up to two members. Any one member can simultaneously fill up to two Board positions. The number of Board members necessary for a meeting quorum and to amend the Bylaws is determined by the total number of filled Board positions.
Article V. Officers
1. Officer positions. The officers of this organization shall consist of a President, a Secretary, a Treasurer, and 7-10 additional positions as designated by the Board.
2. Officer Selection. Officers shall be selected by Association members each year in April, or when a vacancy occurs. Should more than one person be interested in any office, an election shall be held. An invitation to volunteer for office positions shall be published in the February and March newsletters. No one person may serve more than three consecutive years in the same position, unless said vacancy would leave the organization unable to function.
3. Duties of Potential Officers.
a. President. Arranges and conducts officer meetings; acts as liaison between the organization, the community, National Peace Corps Association, Peace Corps Washington and other National Peace Corps Association groups; recruits officers if a position is vacated between elections; ensures that the Bylaws are upheld.
b. Secretary. Keeps records required by ORS 65.771, including minutes from business meetings and up-to-date Bylaws. Writes and submits annual organizational reports to the Secretary of State and the National Peace Corps Association.
c. Treasurer. Has charge of all funds belonging to the organization; keeps on deposit the same; receives and disburses funds as required; keeps required financial records.
Article VI. Activities
Volunteer Events: The Association shall endeavor to hold volunteer events, as organized by the Service Coordinator.
Peace Corps Related Events: The Association shall participate in Peace Corps related events, as determined by the Board.
Educational Programs: The Association shall endeavor to hold regular program gatherings at such time and place as the Program Coordinator may designate. A program of interest to the membership shall be presented.
Meetings: Officers shall endeavor to hold general meetings at their discretion, and no less than once per year. These meetings shall be announced through the newsletter, the website and/or email. Special officer meetings may be called per Article IV, Section 7. Officers shall participate in Northwest regional meetings of the National Peace Corps Association when possible.
Article VII. Fiscal Management
Section 1. Fiscal Year. The fiscal year of the Association shall begin on the first day of October of each year.
Section 2. Books and Accounts. Books and Accounts of the Association shall be kept under the direction of the Treasurer.
Section 3. Execution of Association Documents. With prior authorization of the Board, all notes and contracts shall be executed on behalf of the Association by the President or his or her designee, and all checks shall be executed on behalf of the Association by the Treasurer or the President.
Section 4. Distribution of CRPCA Fundraiser Proceeds. No less than 95 per cent of the net proceeds of Association fundraising events and sales will be donated to projects and organizations selected by the CRPCA Grant Program.
Section 5. Member dues will go toward paying for one mailing per month. That mailing shall include the Association newsletter if it is produced that month. If an extra mailing is done to advertise a fundraising event, the cost of the mailing shall be deducted from the event profits.
Section 6. Approval of Association expenditures. Expenditures other than regularly occurring newsletter and event expenses must be pre- approved as stipulated below. Increases in regularly occurring expenses or purchases for special events must be approved by at least two Board members. Special purchases of over $100 must be approved by the entire Board. Receipts may be submitted to the Treasurer for reimbursement.
Section 7. Solicitations of Donations. Other organizations may submit requests for donations from the Association. Association donations must be approved by a majority vote of the Board, and can be no more than 20% of the Association’s available funds. Criteria for determining a response to the grant request include: whether (1) the Association has funds available, (2) the request is at least 60 days prior to the event necessitating the funds, (3) the requestor is an established philanthropic organization, and, (4) the funds will be used in a way that meets the Peace Corps’ Third Goal of “promoting a better understanding of other people on the part of the American people.”
Section 8. Disbursement of assets at dissolution. No member, director, or officer of the Association, nor any private person shall be entitled to share in the distribution of any of the Association’s assets upon dissolution of the Association or winding up of its affairs. Upon such dissolution or winding up of affairs, after making provision for the payment of all the liabilities of the Association, all of the remaining assets of the Association shall be distributed for substantially similar uses and purposes to any organization which would then qualify for exemption under the provision of section 501(c)(3) or (6) of the U.S. Internal Revenue Service code as now stated or as it may be hereafter amended.
Article VIII. Special Committees
Special Committees. Special Committees may be formed for fixed periods of time for specific purposes as deemed necessary and appropriate by the Board. Committee Project Coordinators are encouraged to invite members to join their committee at Association events and through the newsletter. Membership on committees shall be voluntary self-selection. Membership on Special Project Committees involving partnership with another organization shall be open to members of both organizations. There is no minimum membership on a committee, other than the Awards Committee which must have a minimum of three members. Article VII, Sections 4-5 refer to fiscal management of the Association and these committees.
Article IX. Amendments to the Bylaws.
1. These Bylaws may be amended by a two-thirds vote of the officers. Any change in the Bylaws shall be published in the newsletter.
Any member of the organization may seek an amendment to the Bylaws by following these procedures:
a. The specific proposed amendment shall be submitted in writing to the president and signed by at least six members;
b. The officers shall vote on the amendment. A two-thirds majority is required to pass the amendment.