BYLAWS OF SEASIDE SCHOLARSHIPS INC.
An Oregon Non-Profit Corporation
1.1 Exempt Purpose. Seaside Scholarships Inc. is organized and operated exclusively for charitable and educational purposes, as a qualifying organization that is exempt under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. It exists to support Seaside High School, of Seaside School District 10, in awarding scholarships to graduating students.
2.1 Principal Office. The principal office of the corporation shall be located at Seaside High School, City of Seaside, County of Clatsop, State of Oregon. The corporation may have such other offices as the Board of Directors may determine from time to time.
Board of Directors
3.1 Powers and Qualifications. The affairs of the corporation shall be managed by the Board of Directors. The membership of the corporation shall consist of one (1) class of members who shall constitute the Board of Directors of the corporation.
3.2 Number. The number of directors of the corporation shall be not less than five (5) and shall not be more than eleven (11). The Board of Directors, by amendment of these Bylaws, may increase or decrease the number of directors, provided that no decrease in number shall have the effect or shortening the term of any incumbent, or reducing the number of directors to less than three (3). Each such director shall hold office for the term for which he is elected and until his successor shall have been elected and qualified.
The initial Board of Directors has been chosen from Seaside High School community supporters and volunteers. Subsequent appointments will be filled on the following basis:
Position 1(President) and position 3(Secretary) shall expire June 30, 2011 and every two years starting thereafter.
Position 2 (Vice-President) and position 4(Treasurer) shall expire June 30, 2010 and every two years starting thereafter.
Positions 5-11 (if needed) shall expire on June 30th, the last day of the fiscal year (annually).
There shall be a limitation of two consecutive bi-annual terms that a member of the Board of Directors may serve in positions 1-4. Membership of the Board of Directors shall be as elected by a majority vote by the Board of Directors.
3.3 Vacancies. The Board of Directors shall have power to fill any vacancy occurring in the Board to be filled by reason of an increase in the number of directors by amendment to these Bylaws. The director appointed or elected, as the case may be, to fill a vacancy, shall be elected or appointed for the unexpired term of his predecessor in office. Any director appointed by the Board by reason of an increase in the size of the Board shall stand for election for the remainder of the specified term for such position at the next annual membership meeting.
Meetings of Board of Directors
4.1 Annual Meeting. The annual meeting of the board of Directors shall be held on or before the second Monday in May commencing at 7:00 p.m. at Seaside High School, Seaside, Clatsop County, Oregon or other notified location.
4.2 Special Meetings. Special meetings of the Board of Directors may be held at any place, at any time, whenever called by the President or Secretary, or any four (4) or more directors.
4.3 Notice of Meetings. Written notice of the annual meeting of the Board of Directors shall be required stating the time and place and object thereof, shall be given to each board member entitled to vote thereat at least 30 days before such meeting. Notice of the time and place of any special meetings of the Board of Directors shall be given by the Secretary, or by the person or persons calling the meeting, by mail, email, or by personal communication over the telephone or otherwise, at least three (3) days prior to the date on which the meeting is to be held. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where the director attends a meeting for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted nor the purpose of any meeting of the Board of Directors need be specified in the notice or any waiver of notice of such meeting.
4.4 Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business. The act of the majority of directors present at a meeting at which a quorum is present, shall be the act of the Board of Directors. At any meeting of the Board of Directors at which a quorum is present, any business may be transacted, and the Board may exercise all of its powers.
4.5 Voting Rights. Each board member in attendance shall be entitled to one (1) vote on each matter submitted to a vote of the members.
4.6 Compensation. No member of the Board of Directors shall receive compensation for services as a member of the Board of Directors.
Indemnification of Directors and Officers
5.1 Each director or officer now or hereafter serving the corporation and his respective heirs, executors, and personal representatives, shall be indemnified by the corporation against expenses actually and necessarily incurred by him in connection with the defense of any action, suit or proceeding in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duties, but such indemnification shall not be deemed exclusive of any other rights to which such person may be entitled under any Bylaw, agreement, vote of Board of Directors or members, or otherwise.
6.1 Officers Enumerated. The officers of the corporation shall be a President, Vice President, Secretary and a Treasurer, and such other officers and assistant officers as may be deemed necessary by the Board of Directors, each of whom shall be bi-annually elected by the Board of Directors, and shall serve until the successors are duly elected and qualified. In addition to the powers and duties specified below, the officers shall have such powers and perform such duties as the Board of Directors may prescribe.
6.2 Job Descriptions of Officers, Positions 1-4.
Position 1, The President, subject to the control and supervisory powers of the board and its delegate, the powers and duties of the President will be:
* To have general management and supervision, direction and control of the business affairs of the corporation;
* To call meetings of the board to be held at such times and at such places as the President will deem proper within the limitations prescribed by law or by these bylaws;
* To ensure all orders and resolutions of the board are effectively carried out;
* To maintain records of and certify, whenever necessary, all proceedings of the board;
* To maintain signature authority of all operating bank accounts;
* To perform all other duties and carry out other responsibilities as determined by the board.
Position 2, The Vice President shall serve as President in any event where the President of the corporation is unable or unwilling to perform their above duties.
Position 3, The Secretary will perform the following duties:
* Prepare the minutes of the meetings of the board and keep those minutes in one or more books
* Authenticate the record of the corporation as will from time to time be required;
* Ensure all notices are duly given in accordance with the provisions of these bylaws;
* Act as custodian of the corporate records and corporate seal;
* Keep a register of the all contact information post office address of each board member;
* Perform all duties incidental to the office of Secretary and any other duties as from time to time may be delegated to the Secretary by the President or the Board.
Position 4, The Treasurer, subject to the control and supervisory powers of the Board and its delegates, the powers and duties of the Treasurer will be:
* To keep accurate financial records of the corporation
* To deposit all money, drafts and checks in the name of and to credit of the corporation in the banks and depositories designated by the board
* To endorse for deposit all notes, checks, drafts received by the corporation as instructed by the board, making proper vouchers for them
* To disburse corporate funds and issue checks and drafts in the name of the corporation as instructed by the board
* To submit to the President and the Board, as requested, an account of all transactions by the Treasurer and the financial condition of the corporation
* To prepare and submit to the board annual reports detailing the financial status of the corporation and
* To perform all other duties and carry out other responsibilities as prescribed by the board or the President.
6.3 Vacancies. Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting.
6.4 Removal. Any officer or member may be removed by a vote of three-fourths (3/4) of the members of the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby.
6.5 Powers and Duties. The officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the Board of Directors. In the absence of such specifications, each officer shall have the powers and authority and shall perform and discharge the duties of officers of the same title serving in nonprofit corporations having the same or similar general purposes and objectives as this corporation.
7.1 Committees of Directors. The Board of Directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, each of which shall consist of at least one member, which committees, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation.
Contracts, Checks, Deposits, and Gifts
8.1 Contracts. The Board of Directors may authorize any officer or officers or agent or agents of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or may be confined to specific instances.
8.2 Checks, Drafts, or Orders. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation of $50.00 or greater, shall be signed by two (2) authorized officers of the corporation. All amounts less than $50.00, shall be made immediately with sole authority by any currently elected corporation officer and all amounts shall be reported to the board at the following meeting. At no time should a member, officer or director have available use of any check card or debit card in the name of the corporation.
8.3 Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, stock brokerage companies, or other depositories as the Board of Directors may select.
8.4 Gifts. The Board of Directors may accept or reject on behalf of the corporation any contribution, gift, bequest, or devise for any purpose of the corporation.
Written Consent, Waiver of Notice
9.1 Actions by Written Consent. Any corporate action required or permitted by the Articles of Incorporation or Bylaws, or by the laws of the State of Oregon, to be taken at a meeting of the members or directors of the corporation, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members or directors entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote, and may be described as such.
9.2 Waiver of Notice. Whenever any notice is required to be given to any member or director of the corporation by the Articles of Incorporation or Bylaws, or by the laws of the state of Oregon, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
Administrative and Financial Provisions
10.1 Fiscal Year. The fiscal year of the corporation shall begin each July and end each June.
10.2 Loans Prohibited. No loans shall be made by the corporation to any officer or to any director.
10.3 Books and Records. The corporation shall keep current and complete books and records of account and shall keep minutes of its proceedings.
10.4 Amendment of Bylaws. These Bylaws may be altered, amended or repealed by the affirmative vote of a majority of the Board of Directors at any annual or special meeting of the Board.
10.5 Rules of Procedure. The rules of procedure at meetings of the membership and of the board of Directors of the corporation shall be the rules contained in the Roberts' Rules of Order on Parliamentary Procedure newly revised, so far as applicable and when not inconsistent with these bylaws, the Articles of Incorporation or with any resolution of the Board of Directors.
11.1 Dissolution. Upon dissolution of Seaside Scholarships Inc., any remaining assets will be distributed according to the laws of the State of Oregon, as laid forth in the Articles of Incorporation.
ADOPTED MONDAY, MARCH 2, 2009
SEASIDE SCHOLARSHIPS, INC., an Oregon Non-Profit Corporation
Seaside Scholarships Inc. | 1901 North Holladay Drive, Seaside Oregon 97138 | Copyright 2009 Seaside Scholarships Inc.