The purposes of Citizens for Public Accountability, hereinafter referred to as the corporation are exclusively those allowed for organizations defined under Sec. 501(c)(3) of the Internal Revenue Code. Within these limits, the purposes of Citizens for Public Accountability include:
Taking actions to ensure:CPA shall not discriminate against any person on the basis of race, nationality, place of origin, ethnic background, religion, gender, sexual orientation, marital status, veteran status, economic class, age, or mental or physical handicap or disability.
CPA shall have VOTING MEMBERS as defined in the Oregon Nonprofit Corporation Act, and may also have NON-VOTING MEMBERS.
NON-VOTING MEMBERS. The non-voting members shall not have the power to vote on the election of directors, on measures submitted by the Steering Committee for a vote of the membership, or on any other matter.
VOTING MEMBERS. Voting members shall have the power to elect and also to remove the members of the Steering Committee of CPA referred to as directors in these bylaws, to determine the policies and priorities of CPA, to determine matters referred to the membership by the Steering Committee, and to determine any mater which may be initiated by voting members.
The Secretary shall maintain a current record of the names and addresses of both voting members and non-voting members.
Any person may become a non-voting member of CPA by submitting to the CPA Secretary a signed and dated application that contains their name and address and a statement indicating their support of the purposes of CPA. Non-voting members may attend meetings, participate in discussions and serve on Committees. Non-voting membership shall continue so long as the non-voting membership has not been terminated, and is not transferable or assignable.
Any non-voting member may resign by sending a written resignation to the CPA Secretary. A non-voting member may be suspended or removed by a majority vote of the Steering Committee.
Non-voting members gain voting privileges by attending at least three of five consecutive regularly scheduled CPA meetings. A voting member loses voting privileges by failing to attend at least three of five consecutive regularly scheduled CPA meetings, unless they have notified the Secretary prior to their absence that their absence is due to travel out of the community. Voting membership shall continue so long as the member continues to attend, at least, three of five consecutive regularly scheduled meetings and has not been suspended or removed. Voting membership is not transferable or assignable.
Any voting member may resign by sending a written resignation to the CPA Secretary.
A voting member's voting privileges shall be suspended if that member fails to attend at least three of five consecutive regularly scheduled CPA meetings. Voting members may also be suspended or expelled by a majority vote of the Steering Committee for intentional acts or omissions that a prudent person could reasonably have foreseen would damage the reputation or interests of CPA. Suspension or expulsion by the Steering Committee can be appealed to the voting membership of CPA.
A quorum of at least one-half (50%) of all voting members must be present at the time a vote is taken for the resolution to be binding on CPA. Votes taken when a quorum is not present shall be advisory only.
Unless a greater proportion is required by law, the Articles or Bylaws, a majority vote of the voting members present at a properly called meeting for which a quorum has been achieved is necessary and sufficient to make decisions or pass resolutions by the voting members. Decisions made by a vote of the general membership are binding on the Steering Committee and cannot be reversed or modified except by another vote of the voting members.
There shall be no proxy voting allowed at any meeting of the voting members or as part of reaching any decision of the voting members.
Unless prohibited or limited by the Articles or Bylaws, any action which may be taken at any annual, regular or special meeting of the members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter. The written ballot shall: a) Set forth each nominee or proposed action; and b) Provide an opportunity to vote for each vacant director position, and for or against each proposed action. Approval by written ballot shall be valid only when the number of votes cast by ballot equals or exceeds any quorum required to be present at a meeting authorizing the action. The vote is limited to the subject specified on the ballot.
Voting members who do not attend the Annual Membership meeting may vote by regular mail or electronic mail ballot on the election of trustees and on other issues to be raised at the membership meeting. Those ballots received by 5:00 p.m. on the day preceding the meeting date shall count towards the quorum for votes on those issues listed on the ballot. However, at least seventy-five percent (75%) of the members who compose the one-half (1/2) quorum must be physically present.
There shall be at least one annual meeting of the voting members each year, which shall be held during the first quarter of the calendar year at a time and location determined by resolution of the Steering Committee, unless the meeting is set for a different period of the year by resolution of the Steering Committee. At the annual meeting members will hear and consider reports from the Steering Committee, officers and staff concerning the activities, management and budget of the corporation. Voting members shall then elect, by secret ballot, persons to fill any vacancies on the Steering Committee, and also on any other matters for which proper notice was given. The failure to hold an annual meeting does not affect the validity of any corporate action.
REGULAR MEETINGS. The corporation may hold regular voting membership meetings at times and locations determined by the Steering Committee.
SPECIAL MEETINGS. Special meetings of the voting members may be called by the Steering Committee or by a quorum of the voting members for the purpose of election or removal of directors or for any other matter properly delegated to them by the Steering Committee. Only the business for which a special meeting is called may be transacted at the meeting. Notice of the meeting must specify the purpose(s) for which the meeting is called.
Regular meetings are meetings that consistently occur at the same date or the same day of the same week each month or every other month. Regular meetings also include a series of meetings which are scheduled far in advance on an annual or seasonal basis, and for which a single notice is given more than 15 days in advance. All other meetings, except the annual membership meeting, are considered special meetings.
The schedule of regular membership meetings shall be announced at the onset of that schedule or series of meetings, and announced again in the notice of the annual membership meeting and at the annual meetings themselves, regardless of what other notice has been given for those regular meetings. Other than that, following the initial notice of the dates and times for regular meetings, no further notice is required so long as the regular meeting dates and times which were announced do not change.
Written notice of the Annual Meeting and of every special membership meeting shall be delivered, either personally or by mail, to each voting member. Notice must be given by or at the direction of the secretary, or by another officer if the secretary is not available.
Time of Notice: Notice shall be mailed by first class mail or electronic mail no less than 15 days before the meeting, or if mailed by other than first class or registered mail, it shall be mailed no fewer than 30 nor more than 60 days before the meeting. It shall be addressed to the member at his or her address as it appears on the records.
Content: The notice shall contain the date, time, location and when required, the purpose of the meeting. Notices of special meetings require a statement of the purpose(s) for which the meeting is called. Notice of purpose must also be given for any meeting at which any of the following matters are to be considered: 1) Amendment(s) to the bylaws, 2) Amendment(s) to the Articles of Incorporation, or 3) Dissolution of the corporation.
A voting member may at any time waive any notice required by the Articles or bylaws. The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion with the corporate records.
A member's attendance at a meeting waives objection to:
The Board of Directors shall be commonly known as the "Steering Committee" and shall govern the activities, financial affairs and property of CPA, and to do so it may exercise all corporate powers available under its bylaws, Articles of Incorporation and the laws of Oregon except those given to the general membership by these bylaws. The Steering Committee may refer any matter to the general membership for a vote, but is required to refer the following:
Nominees for positions on the Steering Committee must have exhibited an interest in and commitment to the purposes of CPA. Further qualifications may be added by resolution.
The Steering Committee shall consist of no less than ten and no more than fifteen members. The number of directors within this range shall be set and may be changed as needed by a resolution passed by the voting members at any annual meeting.
The voting members may create new positions on the Steering Committee by passing a resolution increasing the size of the Steering Committee at the annual meeting at which directors are normally elected. The voting members then may elect new directors to fill the newly created positions at the same meeting.
Directors shall serve one-year terms. However, unless they formally resign or are removed from office, directors shall remain in office until their successors are properly elected, designated or appointed. There is no limit to the number of terms, successive or otherwise, a director may serve.
The term of office for each newly elected member of the Steering Committee shall begin at the first meeting of the Steering Committee after that person was elected to the Steering Committee, whether at the annual elections meeting or at some other time, unless the voting members determine otherwise.
Each new member of the Steering Committee shall be elected by the voting members. There shall be an annual meeting of the voting members held for that purpose. Directors shall be elected as follows:
The annual election of directors shall take place during the first quarter of the calendar year, unless the meeting is set for a different time of the year by resolution of the Steering Committee or of the voting members. The exact time and location of the meeting shall be set by resolution of the Steering Committee or of the voting members.
All or any number of directors may be removed for causes stated in the Bylaws by a two-thirds vote of the directors in office, or by a majority vote of the voting members with or without cause, at a properly called meeting of the voting members. Proper notice must be given in advance if the removal of a director is to be considered at a meeting of the Steering Committee. Thirty day advance written notice that the Steering Committee is considering removal, and the reasons for that consideration, shall be sent to the director, and she or he shall be given an opportunity to respond either in writing or orally. A director may be removed for the following causes: repeated failures to attend Steering Committee meetings, failing to fulfill the duties required of directors, or intentional acts or omissions which a prudent person could reasonably have foreseen would damage the reputation or interests of CPA.
A director may resign at any time. The resignation of a director must be in writing and be delivered to the CPA Secretary.
The voting members may at any regular meeting, by a majority vote, elect new directors to fill any vacancies on the Steering Committee. A director appointed to fill a vacancy shall serve only until the next annual election of directors, at which time she or he must be elected by the voting members in order to remain a director. To elect a new director to fill a vacancy on the Steering Committee, the voting members shall follow the same procedures given above for the election of Steering Committee members.
The Chair, or any other director or officer selected by the Steering Committee, shall preside at meetings of the Steering Committee. In the absence of the Chair, or the selection by the Steering Committee of some other person to preside, the CPA President shall preside at Steering Committee meetings.
The Chair, the President or whomever else presides at meetings of the Steering Committee, may remain neutral on issues before the Steering Committee so far as possible, and may abstain from voting on resolutions before the Steering Committee unless his or her vote will determine whether the resolution passes.
The current edition of Roberts Rules of Order may be consulted but shall not be considered binding to resolve questions or disputes over proper corporate procedures, unless the Steering Committee votes otherwise, either in specific instances or for general procedures.
At all meetings of the Steering Committee, the presence of a quorum is necessary to allow the transaction of business. A quorum is defined as at least one-half (50%) of the number of directors set by prior resolution or if no specific number of directors has been set, then one-half (50%) of the number of directors in office immediately before the meeting begins.
All decisions will require a clearly stated motion, a second and a vote and must be recorded in the written minutes. The directors shall diligently and conscientiously attempt to make decisions by consensus. They shall employ all standard consensus practices and techniques including the expression and careful consideration of minority views. Where it is apparent that consensus cannot be achieved, any director may request that a vote be taken instead. Each member of the Steering Committee shall have one vote. The affirmative vote of a majority of the directors present at any meeting at which a quorum is present is necessary and sufficient to make a decision of the Steering Committee of CPA unless, however, a greater proportion is required by law or by these bylaws. At the request of any Director, the names shall be recorded in the minutes of each Director who voted for, against or abstained for that particular vote. Votes taken when a quorum is not present shall be advisory only.
There shall be no proxy voting allowed at any meeting of the Steering Committee or as part of reaching any decision of the Steering Committee. Directors who are unable to attend a meeting of the Steering Committee may send a letter to the Steering Committee stating their opinion or position on any matter before the Steering Committee, and that letter shall be read aloud at that meeting during the discussion of the issue(s) of concern to the absent director.
If the time and place of a Steering Committee meeting is announced as part of a regularly scheduled series of meetings set in advance by the Steering Committee, the meeting is a regular meeting. All other meetings are special meetings. Special meetings of the Steering Committee may be called either by the president, the chair of the Steering Committee, or by 50% of the directors in office.
When necessary, and when proper notice is given, meetings may be held by telephone conferences in which all participating directors may simultaneously hear and speak with each other. A director participating in such a meeting is deemed present for purposes of a quorum.
The Steering Committee may make any decision or take any action within its power through a "consent resolution" in writing, setting forth the action so taken, signed by all of the directors then in office. The resolution is effective when the last director signs the consent, unless the resolution specifies an earlier or later date. The consent resolution shall be filed with the corporate records. The consent resolution may be sent to Directors as an electronic message. A return electronic message sent to the Secretary of CPA, with copies sent to all other directors, in which a director clearly affirms his support of a consent resolution shall be considered equivalent to signing the consent resolution.
REGULAR MEETINGS. Regularly-scheduled meetings of the Steering Committee may be held without separate notice of the time, date, location and purpose of each meeting if the time and place is fixed by resolution, and all directors were originally notified of the schedule. The Steering Committee may, by resolution, establish or change the dates for regular meetings, with proper notice given to all directors.
SPECIAL MEETINGS. Special meetings of the Steering Committee must be preceded by a notice to each director, given not less than two days nor more than 30 days in advance, and if mailed there shall be five days added to the required notice period to allow for delivery. The notice shall state the date, time and place of the meeting. The notice need not describe the purposes of the special meeting unless the articles of incorporation or bylaws require otherwise. Notice may be by mail, hand delivery, electronic mail, or telephone. Written notice shall be deemed delivered when actually received by the person or when actually delivered to the person's address on file with the corporation.
Any director may waive notice of any meeting.
No Director may act on behalf of the Corporation without specific authorization by the Steering Committee to do so.
The officers of CPA shall carry out the policies and decisions of the members of CPA, as directed by the Steering Committee. The officers shall include a president and a secretary, and may also include a vice-president, a treasurer and a chairperson, and such other officers as may be elected in accordance with this Article. The same person may not hold the offices of president and secretary at the same time, but the same person may hold any other two offices. All voting members of CPA are eligible for selection as officers.
The officers of CPA shall be elected annually for a term of one year at the annual meeting and in the same manner as the directors of CPA. Each officer shall hold office until her/his successor has been properly elected, unless she or he resigns or is removed.
Any officer may be removed by the Steering Committee whenever, in its judgment, the interests of the corporation would be best served by such removal. Removal shall be without prejudice to the contract rights, if any, of the officer so removed.
If any office of the corporation becomes vacant by death, resignation, retirement, removal, disqualification, or any other cause, the Steering Committee may elect or appoint an officer to fill such a vacancy. The elected officer shall hold office for the unexpired portion of the term of that office.
The president shall be the principal officer of the corporation. The president may sign deeds, mortgages, bonds, contracts, or other instruments which the Steering Committee has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated to some other officer or agent by the Steering Committee, by these bylaws or by statute. The president shall also perform other duties as may be assigned by the Steering Committee.
In the absence of the president or in the event of the president's inability to act, the vice-president shall perform the duties of the president. The vice-president, when acting as president, shall have all the powers of and be subject to all the restrictions upon the president. The Vice president shall also perform other duties assigned by the Steering Committee. More than one vice-president position may be created and duties clarified, through the amendment of this section of these bylaws.
The secretary shall perform or oversee the performance of the following duties: a) Record and keep the minutes of the meetings of the members and of the Steering Committee, 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 mailing address of each member which shall be provided by such member; e) Ensure that all required state and federal reports are prepared and filed in a timely fashion; and f) Perform or oversee all duties incident to the office of secretary and such other duties as from time to time may be assigned by the Steering Committee.
The treasurer shall perform or oversee the performance of the following duties: a) Have charge of, custody of and be responsible for all funds and securities of the corporation; b) Receive and give receipts for money due and payable to the corporation; c) Deposit all such money in the name of the corporation in such banks or other depositaries as shall be selected in accordance with these bylaws; d) Oversee or conduct all financial transactions of the corporation; e) Prepare or assist in the preparation of required state and federal reports with regard to income and disbursements and activities of the corporation; and f) Perform or oversee all the duties incident to the office of treasurer and such other duties as may be assigned by the Steering Committee from time to time.
The Steering Committee may elect a chair to preside at meetings of the Steering Committee.
The Steering Committee may, as finances permit, appoint or employ an executive director, establish duties, fix salaries, and set personnel standards and policies to be adhered to by all staff. The executive director shall attend all regular and special meetings of the Steering Committee when reasonably possible, and shall give verbal or written reports at Steering Committee meetings as requested by the Steering Committee . The executive director shall have the power, subject to the rules and regulations set by the Steering Committee and by law, to appoint or employ, terminate, fix duties and salaries, establish standards, and evaluate employees of the corporation.
The Steering Committee may authorize the Executive Director to sign deeds, mortgages, bonds, contracts, or other instruments which the Steering Committee has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated to some other officer or agent by the Steering Committee, by these bylaws or by statute.
The voting members of CPA may establish any committee by a majority resolution. Such resolution shall name the committee and the purpose of the committee, shall state what powers, authority and duties have been delegated to the committee, and shall state how the members of the committee shall be appointed or elected, and what procedures, if any, the committee shall use in carrying out its work.
The term of office of a member of a committee shall continue until the committee is terminated, or the member resigns or is removed from the committee. Committee members may be removed by resolution of the voting members or by the Steering Committee.
Every committee shall have at least one member from the Steering Committee who shall serve as temporary Chair until the first meeting, at which time a member will be selected by the members of the committee to serve as permanent Chair.
Each committee may adopt procedures for its own governance not inconsistent with these bylaws or with resolutions adopted by the Steering Committee. The business of a working committee shall be conducted by consensus, or by any expeditious rules which the working committee adopts for itself with the support of two-thirds (2/3) of its members. If any formal decision or resolutions are voted on at its committee meetings then the votes and resolutions so adopted shall be recorded in the form of corporate minutes and shall be recorded and filed with the secretary.
The voting members of CPA shall specify the powers and mission of each committee by written resolution at the time the committee is created or thereafter. Each committee shall have and exercise the authority specified in the written resolution creating the committee, except that it may not exercise any powers denied to committees in the Articles of Incorporation or in the bylaws of CPA.
The voting members of CPA or the Steering Committee shall always have the power to amend, alter or repeal the decisions of its committees, subject to limitations on the unilateral amending of contracts, interference with third party rights, and other legal limitations. The voting member of CPA or the Steering Committee may amend the powers of any committee or dissolve any committee at any time by a majority vote.
Committees may not: a) Amend or alter the Articles of Incorporation or bylaws; b) Elect, appoint or remove any member from a committee or from the Steering Committee; c) Authorize the sale, lease, exchange or mortgage of any property or assets of CPA; d) Authorize the voluntary dissolution of CPA or revoke proceedings therefor; e) Expend or solicit funds without explicit prior approval of the Steering Committee; f) Make statements on behalf of CPA without explicit prior approval of the Steering Committee; g) Amend, alter or repeal any resolution of the Steering Committee or of the general membership; h) Authorize the payment of a dividend or any part of the income or profit of the corporation to its directors or officers.
Directors shall declare the existence of any direct or indirect conflict of interest, financial or otherwise, disclose its nature on the record, and abstain from voting on that matter. A conflict of interest is always present when a vote concerns a director's personal financial interests or those of his family. Directors and officers of the corporation may enter into transactions or contracts with the corporation, subject to the limitations of law, the Articles of Incorporation and these bylaws regarding such dealings. All transactions of the corporation involving the personal financial interests of directors, officers or employees shall adhere to standard business practices without special considerations, special compensation, or special benefit to any person as a result of the corporate role of a director, officer or employee.
The corporation may pay compensation to its officers, directors or employees, so long as no member of the Steering Committee shall receive any compensation for fulfilling the responsibilities of a director. The Steering Committee may pay directors reimbursement for expenses incurred in the course of fulfilling their responsibilities. Directors may serve concurrently as officers, employees or independent contractors of the corporation and may be compensated for work in that capacity.
The tax year of the corporation shall be the calendar year.
The corporation shall make and keep up-to-date two sets of complete books and records of the minutes of all meetings of the Steering Committee and authorized committees. One set of records shall be designated the "archive records" and kept in a safe, secure location. The other set of records shall be kept in the corporation's principal office and shall be available for inspection and use.
After the initial adoption of these bylaws, only the voting members of CPA shall have power to alter, amend or repeal the Articles of Incorporation or the Bylaws. Such amendments must be made by two-thirds vote of the voting members present at a properly called membership meeting at which a quorum is present. Proper written notice must be given in advance including either a copy or summary of the proposed amendments.