Bylaws

BYLAWS OF COLUMBIA GORGE WINDSURFING ASSOCIATION

ARTICLE I

MEMBERSHIP STATUS

1.1       Eligibility and Voting.

(a) Business Members. Any company, organization or division within a company that is engaged in business, whose application for membership has been accepted by the Board of Directors and that is current in the payment of dues to the corporation shall be a business member of the corporation. Each business member shall be entitled to one vote upon each matter submitted to a vote of the members.

(b) Individual/Family Members. Any individual or family who expresses interest in and support of the corporation’s purposes, whose application for membership has been accepted by the Board of Directors and who is current in the payment of dues to the corporation shall be an individual member of the corporation. Each individual member shall be entitled to one vote on each matter submitted to a vote of the members.

1.2       Dues. The Board of Directors shall establish by resolution, and from time to time may modify a dues schedule for the classes of members of the corporation.

1.3       Transfer of Membership. Membership in the corporation is not transferable or assignable.

1.4       Termination of Membership. A member of the corporation may be expelled or suspended for cause upon the proposal of the President and the vote of two-thirds of the members of the Board of Directors. The member must be given not less than fifteen days prior written notice of the proposed expulsion or suspension and the reasons therefor and must be afforded an opportunity to be heard, orally or in writing, by the Board of Directors, not less than five days before the effective date of the expulsion or suspension.

ARTICLE II

MEETINGS OF MEMBERS

2.1       Place of Meetings. Annual, regular and special meetings of the members shall be held at such places as may be determined by the President or the Board of Directors and specified in the notice of meeting.

2.2       Annual Meeting. The annual meeting of the members shall be held on a day specified by the President or the Board of Directors. At the annual meeting directors shall be elected, the President and any other officers designated by the Board of Directors or the President shall report on the activities and financial condition of the corporation and the members shall consider and act upon such other matters as may come before the meeting.

2.3       Regular Meetings. The corporation may hold regular meetings of members according to a schedule set by the Board of Directors.

2.4       Special Meetings.  Special meetings of the members may be called by the President, by the Board of Directors or by the written, dated and signed demand of members having one-tenth of the votes entitled to be cast at the meeting, which demand is delivered no fewer than fourteen nor more than fifty days before the meeting is to occur to the corporation’s Secretary and President and describes the purpose or purposes for which the meeting is to be held.

2.5       Notice of Meeting. Written notice of each meeting shall state the place, day and hour of the meeting and, in the case of an annual or regular meeting, any matter or matters which must be approved by the members, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. The notice shall be delivered to each member by mail no fewer than seven nor more than fifty days before the meeting to each member of the corporation. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail, with postage pre-paid, addressed to the member at its most recent address as it appears on the records of the corporation. In the case of a special meeting duly called by the demand of the members pursuant to Section 2.4, the members calling the meeting shall see that notice is delivered to each member.

2.6       Quorum. Those members of the corporation entitled to vote, represented in person or by proxy at any annual, regular or special meeting of the members shall constitute a quorum. The vote of a majority of the votes entitled to be cast by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by the Oregon Nonprofit Corporation law.

2.7       Proxies. At all meetings of the members, a member entitled to vote may vote in person or by proxy executed in writing by the member or by his or her duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

2.8       Cumulative Voting. Members shall not be entitled to cumulate their votes for directors.

2.9       Action by Written Ballot.

(a) Any action which may be taken at an annual meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member of the corporation entitled to vote on such action; such written ballot shall set forth each proposed action and provide an opportunity to vote for or against each proposed action.  Any solicitation for votes by such written ballot shall (i) indicate the number of responses needed to meet quorum requirements; (ii) state the percentage of approvals necessary to approve each matter other than an election of directors; and (iii) specify a reasonable time by which a written ballot must be received by the corporation to be counted.

(b) Any action taken pursuant to subsection (a) of this section 2.9 shall be valid if (i) the number of votes cast by ballot equals or exceeds any required quorum for a meeting authorizing such action; and (ii) the number of affirmative votes equals or exceeds the number of votes that would be required to approve such action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot

(c) A member may revoke a written ballot if the corporation receives such revocation in writing prior to the date by which such written ballot must be received by the corporation to be counted.

ARTICLE III

BOARD OF DIRECTORS

3.1       General Powers. The affairs of the corporation shall be managed by its Board of Directors.

3.2       Number, Classification and Qualifications. The number of members of the Board of Directors shall be no less than seven and no greater than twenty-one, the precise number to be fixed by resolution of the Board of Directors.

3.3       Tenure of Directors. The members of the Board of Directors shall be elected for terms of two years to succeed the directors whose terms then expire, and the terms shall be staggered so that the members of only one class shall be elected each year. Each director shall hold office until his or her successor is elected, appointed and qualifies. Nothing herein shall be construed to prevent a director from succeeding himself or herself.

3.4       Vacancies. Any vacancy occurring in the Board of Directors by reason of a death, resignation or removal of a director or an increase in the number of directors shall be filled by vote of the remaining directors even if the directors then in office constitute fewer than a quorum. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. A director elected to fill a vacancy occurring because of a newly created directorship shall be elected for the unexpired term of the class of directors to which the newly created directorship has been assigned.

3. 5      Meetings. The Board of Directors shall hold an annual meeting within thirty days of the annual meeting of the members each year. At the annual meeting of the Board of Directors, the officers of the corporation shall be elected and the directors shall consider and act upon such other matters as may come before the meeting. The time and place of the annual meeting will be fixed by the Board or the President. The Board of Directors may provide by resolution the time and place for the holding of regular meetings of the Board of Directors without other notice than the resolution. Special meetings of the Board of Directors may be called by the President or any two directors. The time and place of a special meeting shall be fixed by the person or persons calling the meeting.

3.6       Notice. Notice of the date, place, time of an annual or special meeting and of the business to be transacted at the meeting shall be given not less than seven days nor more than fifty days previous thereto.

3.7       Waiver of Notice. A director may at any time waive any notice required for meeting. Except as provided in this paragraph, the waiver must be in writing, must be signed by the director entitled to the notice, must specify the meeting for which notice is waived and must be filed with the minutes or the corporate records. A director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director, at the beginning of the meeting, or promptly upon the director’s arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.

3.8       Quorum. One-third of the number of directors of the corporation fixed in accordance with these Bylaws, shall constitute a quorum for the transaction of business by the Board of Directors.

3.9       Manner of Acting.

(a) The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

(b) The Board of Directors may take action without a meeting if the action is evidenced by one or more written consents describing the action taken, is signed by each director, and is included in the minutes or filed with the corporate records reflecting the action taken. Action taken by written consent is effective when the last director signs the consent unless the consent specifies in earlier or later effective date.

(c) A regular or special meeting of the Board of Directors may be conducted through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

3.10     Removal from Office. The members may remove one or more directors elected by them with or without cause at a meeting called expressly for that purpose by a vote of the majority of the members entitled to vote at an election of directors.

3 .11    Compensation. Directors as such shall not receive any stated salaries for their services.  Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.

ARTICLE IV

OFFICERS

4.1       Designation.  The officers of the corporation shall be a President, a Vice President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. The Board of Directors may also by resolution designate other officers and specify the responsibilities of each.

4.2       Election and Term of Office. The officers of the corporation shall be elected annually by the Board of Directors at its annual meeting. Each officer shall hold office until the officer’s successor shall be duly elected, or until the officer’s death, resignation or removal.

4.3       Removal. Any officer may be removed by the Board of Directors at any time with or without cause whenever in its judgment the best interests of the corporation would be served thereby.

4.4       Vacancies. Any vacancy in any office because of death, resignation or removal shall be filled by the Board of Directors for the remaining unexpired portion of the term.

4.5       President. The President shall be the principal executive officer of the corporation and subject to the control of the Board of Directors, shall in general supervise and control all of the business of the corporation. The President shall also chair the Board of Directors and shall, when present, preside at all meetings of the members and the Board of Directors. The President may sign, with the secretary or any other proper officer of the corporation authorized by the Board of Directors, certificates of membership in the corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed; and, in general, shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

4.6       Vice President.  In the absence of the President or in the event of the President’s death, inability, or refusal to act, and until the vacancy in the President’s office is filled, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to the restrictions upon the President. The Vice President shall perform such duties as from time to time may be assigned to him or her by the President or the Board of Directors.

4.7       Secretary.  The secretary shall:

(a) keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose;

(b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law;

(c) be custodian of the corporate records;

(d) keep a register of the names and business addresses of the members of the corporation;

(e) sign with the President certificates of membership of the corporation; and

(f) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or the Board of Directors .

4.8       Treasurer. The Treasurer shall:

(a) have charge and custody of and be responsible for all funds and securities of the corporation;

(b) receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation and such bank, trust company or other depositories as shall be selected by the Board of Directors; and

(c) shall in general perform such duties as from time to time may be assigned to the treasurer by the President or the board of directors. If required by the Board of Directors, the treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

5.1       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 of or on behalf of the corporation, and such authority may be general or confined to specific instances.

5.2       Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. In no event shall the corporation make a loan to any officer or director of the corporation.

5.3       Checks, Drafts or Other Instruments. All checks, drafts and other orders for the payment of money, and promissory notes and other instruments of indebtedness issued in the name of the corporation shall be signed by such officer or officers or employees of the corporation as shall be determined from time to time by the Board of Directors.

5.4       Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

5.5       Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift , bequest or devise for any purpose of the corporation.

5.6       Fiscal Year. The fiscal year of the corporation shall be the calendar year.

ARTICLE VI

COMMITTEES

6.1       Executive Committee.  The Board of Directors may appoint by resolution an Executive Committee composed of the officers, one non-officer and the Executive Director, who to the extent provided in such resolution, shall have an exercise the authority of the Board of Directors in the management of the business of the corporation between meetings of the entire board; provided, however, that the Executive Committee may not:

(a) authorize distributions more than $700 outside the pre-approved budget;

(b) approve or recommend to members the dissolution, merger or the sale, pledge, or transfer of all or substantially all of the corporation’s assets;

(c) elect, appoint, or remove directors or fill vacancies on the Board or on any of its committees; or

(d) adopt, amend or repeal the Articles of Incorporation or Bylaws.

The Executive Committee must be appointed by a majority of all the Directors in office when the action is taken.

6.2       Standing and Special Committees. The Board of Directors may establish, and may appoint members to serve on such standing and special committees as the Board may from time to time consider appropriate to promote, achieve or facilitate the purposes, objectives and administration of the corporation.

6.3       Special Interest Groups. The Board of Directors may from time to time establish special interest groups to address the needs and interest of particular members of the corporation and appoint members to coordinate the activities of such special interest groups.

ARTICLE VII

CHAPTERS

7.1       Establishment.  The Board of Directors shall have the power to establish local chapters to serve the needs and interests of the membership, and can dissolve chapters so established.

7.2       Governance.  Chapters shall be governed by guidelines or bylaws approved by the Board of Directors.