Philomath Community Foundation

February 4, 2008

ARTICLE I

PURPOSE

The purpose of the Philomath Community Foundation is to strengthen and enhance the community of Philomath, its surroundings and its citizens, by providing a 501 (c) (3) non-profit foundation for acquiring gifts, grants and donations that benefit the overall community. Such funds shall be utilized for, but not limited to community groups, neighborhoods, nonprofit organizations and city sponsored activities that strengthen or improve the community, and encourage citizen participation in community improvement.

ARTICLE II

MEMBERSHIP

This corporation shall have no members.

ARTICLE III

BOARD OF DIRECTORS

Section l. Duties. The affairs of the corporation shall be managed by the Board of Directors.

Section 2. Number. The number of Directors may vary between a minimum of three and a maximum of fifteen.

Section 3. Term and election. The term of office for Directors shall be three years. A Director may be re-elected without limitation on the number of terms s/he may serve. The Board shall elect its own members, except that a Director shall not vote on his or her own position.

Section 4. Ad Hoc Members of the Board. The City of Philomath may designate a member of the city council to sit as an ad hoc, non-voting Director.

Section 5. Removal. Any Director may be removed, with or without cause, by a vote of two-thirds of the Directors then in office.

Section 6. Vacancies. Vacancies on the Board of Directors and newly created board positions will be filled by a majority vote of the Directors then on the Board of Directors.

Section 7. Quorum and Action. A quorum at a board meeting shall be a majority of the number of directors. If a quorum is present, action may be taken by a majority vote of the directors present, except as provided otherwise by these Bylaws. Where the law requires a majority vote of the directors in office to establish committees to exercise Board functions, to amend the Articles of Incorporation, to sell assets not in the regular course of business, to merge, or to dissolve, or for other matters, such action is taken by that majority. that

Section 8. Regular Meetings. Regular meetings of the Board of Directors shall be held at the time and place to be determined by the Board of Directors. No other notice of the date, time, place, or purpose of these meetings is required.

Section 9. Special Meetings. Special meetings of the Board of Directors shall be held at the time and place to be determined by the Board of Directors. Notices describing the date, time, place and purpose of such a meeting shall be delivered to each Director personally, telephonically or by mail not fewer than two days prior to the special meeting. Special meetings may also be called by the Executive Committee, with notice of such meetings being delivered in the same method as described above.

Section 10. Meeting by telecommunication or electronic mail. Any regular or special meeting of the Board of Directors may be held telephonically or electronically in which all participating Directors simultaneously either hear or review in writing the statements made by the other participating directors.

Section 11. No Salary. Directors shall not receive salaries for their Board service, but may be reimbursed for expenses related to such service. (See Article VII, Section 1 on Compensation of Officers and Directors.)

Section 12. Action by Consent. Any action required by law to be taken at a board meeting, or any action which may be taken at a board meeting, may be taken without a meeting if prior written consent is received by all directors setting forth the action to be taken or so taken.

Section 13. No Proxy Voting. No proxy voting is allowed at any meeting of the Board of Directors or as part of reaching any decision of the Board.

Section 14. Authority of Directors. No Director, other than the President or Chair, may officially speak or act on behalf of the Corporation without specific authorization by the Board of Directors to do so.

ARTICLE IV

COMMITTEES

Section 1. Executive Committee. The Executive Committee consists of the President, the Vice-President, the Treasurer and the Secretary of the Board of Directors. The Executive Committee shall have the power to make on-going decisions between Board meetings, including but not limited to financial and budgetary matters.

Section 2. Other Committees. The Board of Directors may establish such other committees as it deems necessary and desirable. Such committees may exercise functions of the Board of Directors or may be advisory committees.

Section 3. Composition of Committees Exercising Board Functions. Any committee shall be composed of two or more Directors, elected by a majority vote of the number of Directors prescribed by the Board, or if no number is prescribed, of all Directors in office at that time.

Section 4. Limitations on the Powers of Committees. No committee may authorize payment of a dividend or any part of the income or profit of the corporation of its directors; may approve dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation’s assets; may elect, appoint, or remove directors or fill vacancies on the board or on any of its committees; may adopt, amend, or repeal the Articles, Bylaws, or any resolution by the Board of Directors, or speak on behalf of the Board of Directors.

ARTICLE V

OFFICERS

Section l. Titles. The officers of this corporation shall be the President, Vice-President, Secretary, and Treasurer.

Section 2. Election. The Board of Directors shall elect the officers to serve one year terms. An officer may be re-elected without limitation on the number of terms the officer may serve. A Nominations Committee will present a slate of officer candidates for election by the Directors.

Section 3. Vacancy. A vacancy of the office of any officer shall be filled not later than 90 days following the vacancy. The Board of Directors shall direct the Nominations Committee to present nominees for the vacant position to the Board of Directors for their vote.

Section 4. Other Officers. The Board of Directors may elect or appoint other officers, agents and employees as it shall deem necessary and desirable. They shall hold their offices for such terms and have such authority and perform such duties as shall be determined by the Board of Directors.

Section 5. President. The President shall be the chief officer of the corporation and shall act as the Chair of the Board. The President shall preside at meetings, co-sign checks with the Treasurer, compile meeting agendas, suggest for board approval committee membership as needed, appoint committees as needed and break any tie in voting. The President shall also cause a review of the corporation’s financial records to be conducted on a bi-annual basis. (See Article VII, Section 4 on Bi-annual Financial Review.)

Section 6. Vice President. The Vice President shall carry out all responsibilities of the President in the President’s absence.

Section 7. Secretary. The Secretary shall have overall responsibility for record keeping, including recording, preparation and maintenance of corporate meeting minutes and preparation of any necessary correspondence.

Section 8. Treasurer. The Treasurer shall either perform or be responsible for overseeing the performance of the following duties: to receive and deposit all monies, acknowledge and give receipts for contributions, co-sign checks with the President, disperse funds as authorized by vote, oversee the corporation’s investments, prepare and present a monthly financial report to the Board of Directors and cause the annual filing of the IRS 990 and any needed state financial reports.

ARTICLE VI

CORPORATE INDEMNITY

The Corporation will indemnify its directors and officers to the fullest extent allowed by Oregon law, provided, however, that in the event of any settlement, the Board of Directors must approve such settlement in advance.

The personal liability of each member of the Board of Directors and each uncompensated officer of the Corporation, for monetary or other damages for or conduct as a director or officer shall be eliminated to the fullest extent permitted by current or future law.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 1. Compensation of Officers and Directors. No officer or member of the Board of Directors will receive compensation for fulfilling the responsibilities of a member of the Board or of an officer as defined in these bylaws. However, the corporation may pay compensation to officers and members of the Board of Directors for other services performed as employees or independent contractors as long as the required rules for conflicts of interest are followed. Board members and their relatives who receive regular compensation from the corporation must always constitute less than a majority of the Board. Officers and members of the Board of Directors may receive reimbursement for actual expenses incurred in the course of fulfilling their responsiblities.

Section 2. Conflict of Interest. A conflict of interest is always present whenever the corporation pays money or other compensation, or provides any tangible benefits to an officer or member of the Board or to a member of a director's or officer's family. All transactions involving conflicts of interest must be approved using the following procedures:

1. 1) Conflict of interest transactions must be approved by the full Board of Directors; they cannot be approved by staff, the executive director, or by a committee.
2. 2)Directors and officers who have a conflict of interest in any matter must a) declare the existence of any direct or indirect conflict of interest, b) disclose its nature on the record, and c) abstain from voting on the matter. The minutes must record this to show that it was done.
3. 3) The rest of the Board must analyze the transaction and sufficient information to ensure that all transactions involving a conflict of interest are fair to the corporation and that no special benefits are being given to any person. The information relied upon by the Board, and its source, must be recorded in the minutes.
4. 4) All conflict-of-interest transactions must be approved by the affirmative vote of a majority of all of the members of the Board of Directors who do not have a conflict of interest involved in that issue, as long as no fewer than two disinterested directors vote to approve the transaction.

Section 3. No Discrimination. The organization does not discriminate for or against any person on the basis of ethnicity, nationality, place of origin, religion, gender, sexual orientation, marital status, familial status, economic status, age, or mental or physical disability.

Section 4. Bi-Annual Financial Review. The Board must require the performance of a bi-annual financial review which must involve the services of a trusted person with bookkeeping or accounting skills and knowledge, and which does not rely upon the services of the person who does the financial bookkeeping for the organization, or the person(s) who sign the checks for the organization. This financial review need not be formal, but must at least review and reconcile the checkbook entries, bank statements, deposit slips, receipts and expense documentation. The Board of Directors may authorize a full formal audit as necessary.

ARTICLE VIII

AMENDMENTS TO THE BYLAWS

These Bylaws may be amended or repealed, and new Bylaws adopted, by the affirmative vote of at least two thirds of all of the members of the Board of Directors. Prior to the adoption of an amendment, each Director shall be given at least two days notice of the date, time, and place of the meeting at which the proposed amendment is to be considered, and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the Bylaws and shall contain a copy of the proposed amendment.

Date Adopted: February 4, 2008