BYLAWS
OF
OREGON SCHOOL SAFETY OFFICERS ASSOCIATION
(an Oregon nonprofit corporation)
ARTICLE I
OFFICES and PURPOSE
Section 1.
Principal office. The principal office of the corporation in the state of Oregon shall be located at 1201 Court Street NE, Ste 400, Salem, Oregon 97301. The corporation may have such other offices, within the state of Oregon, as the board of directors may determine or as the affairs of the corporation may require.
Section 2.
Registered Office. The corporation shall have and continuously maintain in the state of Oregon a registered office, and a registered agent whose office is identical with such registered office, as required by ORS Chapter 65 (the "Act"). The registered office may be, but need not be, identical to the principal office, and the address of the registered office may be changed by the board of directors.
Section 3.
Purpose. The purposes of the corporation, none of which are for profit, are as stated in the corporation's Articles of Incorporation that may be duly amended from time to time.
ARTICLE II
OBJECTIVES
Section 1.
Objectives. This organization’s objectives shall be:
1. To provide the means whereby those engaged in the safety programs of the schools of the state of Oregon can meet, discuss and study all phases of school safety.
2. To cooperate with any organization for the betterment of school safety.
3. To strive constantly for the highest standards of efficiency and effectiveness in safety methods and practices.
4. To work for the improvement of qualifications of school safety officials.
5. To strive for the improvement of school safety.
6. To promote and encourage any legislation which is necessary for the foregoing objectives.
ARTICLE III
MEMBERS
Section 1.
Qualifications. The corporation shall have four classes of members: regular, associate, sponsor and student. Regular members shall be the only class to have voting rights.
1. Regular membership shall consist of:
a. Officials and employees of schools in the state of Oregon who are directly connected with safety programs.
b. Officials and employees of education service districts and the Oregon Department of Education who are interested in school safety programs.
c. Employees of colleges and universities in the state of Oregon who are interested in school safety programs.
2. Associate membership shall be open to any person not eligible for regular or sponsor membership who is interested in school safety.
3. Sponsor membership shall be open to any company who offers products or services directly related to school safety and whose application for membership is approved by the board of directors.
4. Student membership shall be open to any student enrolled in a school or college in the state of Oregon who is interested in school safety programs.
Section 2.
Dues. Dues shall be set by the board of directors annually.
Section 3.
Interest in corporation. No member of the corporation shall have any right, title or interest in or to the whole or any part of the property or assets of the corporation.
Section 4.
Nontransferable. Membership in the corporation shall not be transferable or assignable.
ARTICLE IV
MEMBER MEETINGS
Section 1.
Annual meeting of membership. The annual meeting of this corporation shall be held at a time determined by the board of directors but before August 1. Insofar as practical, it shall be held during the same month each year. The purpose of the annual meeting shall be to approve resolutions of the association, amend the Bylaws, elect members to the board of directors and any other business the board presents. If a face-to-face meeting is not practical, the annual meeting may be held using conference call technology that allows members to hear each other simultaneously during the meeting.
Section 2.
Special meetings. Special meetings of the members for any purpose or purposes unless otherwise prescribed by statute may be called by the president, by the board of directors, or at the request of at least one-half (½) of the members entitled to vote. Business transacted at any special meeting shall be confined to the purpose or purposes stated in the notice of such meeting.
Section 3.
Notice. Written or printed notice stating the place, date, and time of any membership meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be sent at least thirty (30) days before the meeting, to each regular member.
Section 4.
Quorum. Those regular members present at any membership meeting shall constitute a quorum. A majority of the votes cast by regular members present shall be necessary to decide any question brought before the meeting.
Section 5.
Electronic voting. Electronic voting may be used when a face-to-face annual meeting is not practical, when using conference call technology or when appropriate as deemed by the board of directors.
ARTICLE V
BOARD OF DIRECTORS
Section 1.
Qualifications. The affairs of the corporation shall be managed by its board of directors. Board members must be employed by a school, education service district, college or university in the state of Oregon and a member of the corporation.
Section 2.
Composition. The board of directors shall consist of five members and at least two appointees. The members are president, vice president, secretary, treasurer, and past president. The two appointees are associate member and liaison. Additional associate member appointees may be appointed as deemed necessary by the board of directors. The term of office shall be from September 1 to August 31.
Section 3.
Nominations. The nominating committee shall nominate a candidate for secretary and any vacant positions not appointed by the board of directors. Opportunity shall be provided for nominations from the floor of the annual meeting of the membership.
Section 4.
Election. The election of the board of directors shall occur at the annual meeting of membership.
The board of directors operates on a successive plan which means the secretary shall be elected by the membership then after completion of the term shall progressively assume the duties of treasurer for one year, vice president for one year, president for one year, and finally past president for one year.
In the event no annual meeting of membership or election can be held, the board of directors shall continue to serve in the position held in the previous year.
Section 5.
Regular meetings. An annual meeting of the board of directors shall be held. In addition, regular board meetings will be held by the board of directors as determined at the first board meeting after new members take office each year.
Section 6.
Quorum. A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board. If less than a quorum of board members are present at such meeting, a majority of the board members present may adjourn the meeting.
Section 7.
Manner of acting. The act of a majority of the board members shall be the act of the board of directors.
Section 8.
Removal. Any board member elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice and must be approved by a quorum.
Section 9.
Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.
Section 10.
Compensation. Board members shall not receive any stated salaries for their services. Expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board or membership as approved by a majority of the board of directors.
Section 11.
Informal action. Any action required by law to be taken at a meeting of the board of directors may be taken without a meeting if a majority of board members consent in writing, setting forth the action to be taken.
ARTICLE VI
DUTIES OF THE BOARD OF DIRECTORS
Section 1.
Appointments. The board shall appoint two positions annually. Both positions shall serve on the board of directors in a non-voting, advisory capacity.
1. Liaison
2. Associate Member
Section 2.
President. The president shall:
1. In general supervise the business and affairs of the corporation;
2. Preside at all meetings of the board of directors;
3. Develop specific goals for the term of office;
4. Appoint members of the standing committees and special committees as required or directed by the board of directors;
5. Represent the corporation at meetings of other organizations when official representation is of benefit to the corporation;
6. Supervise the activities of the program committee;
7. Perform other duties as assigned by the board of directors.
Section 3.
Vice President. The vice president shall:
1. Act for the president at meetings and functions in the absence of the president;
2. The vice president shall supervise the activities of all standing committees;
3. Perform other duties as the board of directors may direct.
Section 4.
Treasurer. The treasurer shall:
1. Maintain a ledger of all payments and receipts;
2. Maintain appropriate accounting records;
3. Maintain dues records;
4. Prepare annual financial report at close of the fiscal year for audit or examination by the financial review committee;
5. Serve as the chair of the financial review committee;
6. Perform other duties as the board of directors may direct.
Section 5.
Secretary. The secretary shall:
1. Maintain the list of membership;
2. Serve as recorder at the annual meeting of the membership and regular board meetings;
3. Serve as lead in coordinating the newsletter;
4. Perform other duties as the board of directors may direct.
Section 6.
Past President. The past president shall:
1. Act as chair of the nominating committee;
2. Perform other duties as the board of directors may direct.
Section 7.
Associate Member. The associate member shall:
1. Represent the associate, sponsor and student membership;
2. Perform other duties as the board of directors may direct.
Section 8.
Liaison. The liaison shall:
1. Assist and advise as needed to maintain a ledger of all payments and receipts;
2. Assist and advise as needed to maintain appropriate accounting records;
3. Assist and advise as needed to maintain dues records and membership list;
4. Maintain permanent files of minutes of meetings and correspondence;
5. Assist and advise as needed to prepare annual financial report at close of the fiscal year for audit or examination by the financial review committee;
6. Prepare and mail communications, newsletters and e-mails;
7. Assist and advise as needed to maintain website, listserv and other electronic means of communication;
8. Perform other duties as the board of directors may direct.