ARTICLE I: NAME
The Name of this corporation shall be Camp Namanu Alumni.
ARTICLE II: PURPOSE
Camp Namanu Alumni is an organization dedicated to the purpose of establishing and maintaining a network of communication through which the history and traditions of Camp Namanu can be kept alive through donations and direct service. It is a group that is an affiliate of the Portland Area Council of Camp Fire.
ARTICLE III: MEMBERSHIP
Any person at least eighteen (18) years of age who subscribes to the purpose of Camp Namanu Alumni, and who pays the annual dues as established by the Executive Committee, may qualify for membership and receive voting privileges.
ARTICLE IV: MEETINGS OF THE MEMBERS
Section 1. Number of Meetings
Meetings of the membership shall be held bi-monthly on the first Wednesday of the odd-numbered months, except there shall be no meeting in July.
Section 2. Location of Membership Meetings
Membership meetings shall be held at a place determined by the Executive Committee.
Section 3. Quorum
A simple majority of the members present shall constitute a quorum for the transaction of business at any meeting of the membership.
Section 4. Annual Meeting
The Annual Meeting of the membership shall be held on the first Wednesday in March.
Section 5. Notice of Annual Meeting
A notice of the Annual Meeting shall be mailed to the membership at least one (1) week prior to the meeting.
ARTICLE V: EXECUTIVE COMMITTEE
Section 1. Membership of the Executive Committee
The Executive Committee shall consist of the Officers as determined in these by-laws and five (5) Members-At-Large.
Section 2. Election of Officers and Members-At-Large
Prior to the annual meeting of the membership, and in adequate time to be included in the mailing of the notice to members of Camp Namanu Alumni, a slate of Officers shall be nominated for one (1) year terms by a nominating committee duly appointed by the President and approved by the Executive Committee. A slate of Members-At-Large shall also be prepared by the nominating committee. Election of Officers and Members-At-Large at the Annual Meeting of members shall not be limited to the slate prepared by the nominating committee, but shall include nominations from the floor as established through parliamentary procedure.
Section 3. Term of Office for Officers and Members-At-Large
Officers of Camp Namanu Alumni shall be elected for one (1) year terms and shall be eligible for no more that three (3) consecutive terms for the same office.
Members-At-Large shall be elected for a term of two (2) years and shall be eligible for no more that two (2) consecutive terms.
Each member of the Executive Committee shall serve until the election and qualification of his or her successor.
Section 4. Officers of the Camp Namanu Alumni
The officers shall be as follows:
President; Vice-President; Secretary; Treasurer
Section 5. Duties of Officers
President: The President shall convene and conduct all meetings of members and meetings of the Executive Committee; shall be an ex-officio member of all committees; shall appoint committee heads; shall appoint a nominating committee; and shall delegate duties to members of the Executive Committee as she/he deems necessary.
Vice-President: The Vice-President shall act as President in the absence of the President and shall assist the President as needed.
Secretary: The Secretary shall record and distribute the official record of all meetings of the membership and the Executive Committee, and shall handle all correspondence.
Treasure: The Treasure shall receive and distribute all funds and shall keep an accounting record of all funds.
Section 6. Duties of Members-At-Large
Members-At-Large may serve as committee chairpersons and may assist the officers in decision making.
Section 7. Audit Committee (appointed)
The Audit Committee shall be a temporary committee established by the President and the Vice-President to review the financial records of the corporation. The Audit Committee chair person shall be someone other than the Treasure, President, or Vice-President.
Section 8. Meetings of the Executive Committee
Special meetings of the Executive Committee may be called by any member of the Executive Committee.
Section 9. Quorum
A simple majority of the members shall constitute a quorum for the transaction of business at any meeting of the Executive Committee.
Section 10. Removal from the Executive Committee
Any member of the Executive Committee may be removed with or without cause by a two-thirds (2/3) vote of the total Executive Committee at any regular or special meeting, provided that prior notice has been given. Any member of the Executive Committee who fails without cause to attend three (3) consecutive regular meetings may be relieved of his/her duties by a two-thirds (2/3) vote of the Executive Committee.
Section 11. Vacancies in Elected Positions
Vacancies occurring during the year in any Executive Committee position shall be filled by the Executive Committee for the unexpired portion of the term in consultation with the nominating committee.
Section 12. Indemnification
To the fullest extent permitted by the Oregon Non-profit Corporation Act, no member of the Executive Committee of this corporation shall be liable to the corporation or its members for monetary damages or conduct as a member of the Executive Committee. No alteration, amendment, or repeal of these by-laws or the Oregon Non-profit Corporation Act shall adversely affect any right or protection of a member of the Executive Committee for or with respect to any acts or omissions of Executive Committee members prior to such alteration, amendment, or repeal.
No change in the Oregon Non-profit Act shall reduce or eliminate the rights and protection set forth in this section unless the change in the law specifically requires such reduction or elimination.
ARTICLE VI: PARLIAMENTARY AUTHORITY
Roberts Rules of Order, Newly Revised, shall govern Camp Namanu Alumni in all cases which are not inconsistent with these by-laws.
ARTICLE VII: AMENDMENTS AND REVISIONS
Section 1. Amendments
These by-laws may be amended at any regular or special meeting of the members of the Camp Namanu Alumni by two-thirds (2/3) vote of those present at the meeting if a written copy of the proposed by-law amendment is sent to all members thirty (30) days prior with notice of the meeting. If there is no previous notice, a four-fifths (4/5) vote of the membership present at the meeting is needed to amend the by-laws. A quorum of ten percent (10%) of members in good standing is required for a vote on amendments.
Section 2. Revisions
The Executive Committee may order and prepare a revision of these by-laws. The requirements for notice and adoption of a revised set of by-laws shall be the same as in the case of an amendment.
Section 3. Submitting an Amendment
Any voting member may submit an amendment, signed by at least six (6) other voting members to the Executive Committee at least two (2) months before the next Annual Meeting of the membership. Such amendments shall appear in writing along with any other proposed amendments by the Executive Committee and shall be sent to all voting members with notice of the meeting.
ARTICLE VIII: DISSOLUTION
If and when Camp Namanu Alumni is decided to be dissolved, the remaining assets of the corporation shall be distributed to the Portland Area Council of Camp Fire with the provision that these assets shall be used for the benefit of Camp Namanu only. However, if this named recipient is not then in existence, or is no longer exempt from Federal income tax, or is unwilling or unable to accept the distribution, the Executive Committee shall take a vote, with two-thirds (2/3) majority required to affirm, to distribute the remaining assets to an organization which has established its tax exempt status under Section 501(c) (3) of the Internal Revenue Code.
(Amendments to these by-laws were approved by the membership of the Camp Namanu Alumni
at a special meeting held on November 1, 1995)
(Revised by-laws approved by the membership of the Camp Namanu Alumni at its regular meeting held on November 3, 1999)