PARTNERSHIP TO END POVERTY AMENDED AND RESTATED BYLAWS
ARTICLE I
NAME
Section 1.01: Name
As specified in the Articles of Incorporation at Article I, the name of this Corporation is The Partnership to End Poverty (the “Corporation”). Hereafter, all reference within these bylaws to the “Partnership” shall be in reference to The Partnership to End Poverty
ARTICLE II
PURPOSES AND OBJECTIVES
Section 2.01: Purpose as defined by 501(c)(3) requirements
As specified in this Corporation’s Articles of Incorporation at Article II, the Corporation is organized exclusively for charitable, educational, and scientific purposes, more specifically through regional collaboration and local action, the Partnership will influence the positive development of Central Oregon by reducing the root causes of poverty.
Section 2.02: Objectives
a. Reduce poverty: The Partnership will work to improve the well being of all residents through a focus on reducing the root causes of poverty in the region.
b. Foster long-term relationships: The Partnership will promote lasting collaboration between individuals, leaders, businesses, organizations and agencies in ways that support the mission, vision and values of the Partnership.
c. Empower residents to create solutions: The Partnership will have resources readily available so that residents and leaders can educate themselves on innovative approaches to balanced, regional community development.
d. Promote balance: The Partnership will work for long-term balance of its social, cultural, economic and natural environments.
e. Think regionally: The Partnership will develop a regional perspective and approach to improving livability while preserving individual community diversity.
Section 2.03: Tax Exemption
As specified in the Corporation’s Articles of Incorporation at Article III, the foregoing purposes and objectives shall be exercised in such a manner that the Corporation shall qualify as an exempt organization under section 501(c)(3) of the internal Revenue Code: no substantial part of the activities of the Corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation or any initiative or referendum before the public, and the Corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, trustees/directors, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the Corporation’s objectives.
ARTICLE III
DURATION
Section 3.01
As specified in this Corporation’s Articles of incorporation at Article IV, the duration of the corporate existence shall be perpetual.
ARTICLE IV
BOARD OF DIRECTORS
Section 4.01: General Powers
The Corporation shall be managed by its board of directors, consisting of officers and directors, which shall have the powers and duties necessary or appropriate for the administration of the Corporation’s affairs, activities, and property, subject to the provisions of the Oregon Nonprofit Corporation Act, and any limitations in the Articles of Incorporation or these Bylaws. The board will delegate responsibility for day-to-day operations to the Partnership to End Poverty Executive Director.
Section 4.02: Number and Qualification
The board of directors shall consist of not less than nine (9) nor more than fifteen (15) directors. The exact number of directors shall be fixed from time to time by resolution of the board of directors. New members of the board of directors shall be elected by the board of directors at its annual meeting as staggered terms of directors expire. The board, by resolution, may adopt policies regarding the qualifications of, or considerations for, directors. To the extent possible, the board shall have one member each from the communities of Bend, La Pine, Madras, Prineville, Redmond, Sisters and Warm Springs.
A director elected to fill a vacant position shall serve until the expiration of the term for which the vacancy exists, and the director so elected will be subject to re-election at the expiration of said term. Directors may choose to fill a vacancy of an unexpired term on the board at any time.
Section 4.03: Nomination and election process for At-Large Directors
The standing nomination committee will accept nominations. Candidates will be interviewed and recommendations will be forwarded to the Partnership board of directors for action. Directors are elected by a plurality of the directors entitled to vote in the election at a meeting at which a quorum is present.
Section 4.04: Quorum and voting
A majority of the directors of the filled seats on the board of directors shall constitute a quorum for the transaction of business at any meeting of the board of directors, provided, however, in no event shall a quorum be less than one-third of the then-authorized directors. A director connecting to a board meeting through electronic, video or teleconference means shall be deemed to be present for the purpose of establishing a quorum. Voting on any matter before the Board may be conducted by electronic means as an automated transaction as defined in and using the provisions of ORS 84.001 to 84.061 (the Uniform Electronic Transactions Act).
Section 4.05: Action Without a Meeting
Any action that is required or permitted to be taken by the board may be taken, under extraordinary circumstances, without a meeting if a consent in writing setting forth the action is signed by all the directors entitled to vote on the matter. The action shall be effective on the date when the last signature is placed on the consent. Written consent can be taken over the phone, by facsimile, electronic mail, in writing sent by first class United States mail, or hand delivered.
Section 4.06: Terms of Office
Each director shall be elected for a term of three (3) years, provided that the first election of any director may be for such lesser term as the board of directors may deem appropriate for the purpose of staggering the times at which the terms of its members expire. Such elected directors may not serve continuously on the board of directors for more than two (2) consecutive terms, inclusive of the initial term of less than three (3) years. Upon completion of a second consecutive term, the director may not be elected to the board of directors until at least one year shall have elapsed from the expiration of such director’s second term. Notwithstanding the foregoing, if the board of directors makes a finding of exceptional and extraordinary conditions or circumstances, a director may be elected to serve up to one (1) year beyond the two consecutive terms.
Section 4.07: Resignation
Any director may resign at any time by submitting a written notice of resignation to the secretary of the Corporation or to the chairperson.
Section 4.08: Removal
Directors who have been elected by the board of directors may be removed, with or without cause, by the affirmative vote of a majority of the directors then in office. Whenever a vote is to be taken to remove a director, the notice of such meetings shall state that the purpose, or one of the purposes, of the meeting is the removal of the director or directors involved. The position of a removed director shall be filled in accordance with Section 4.02 and 4.03.
Section 4.9: Vacancies
In the event any position on the board of directors becomes vacant due to death, resignation, removal or other cause, including a vacancy resulting from an increase in the number of directors, shall be filled by the board of directors in accordance with Section 4.02 and 4.03.
ARTICLE V
OFFICERS
Section 5.01: Titles
The following are the officers of the Partnership to End Poverty: chair, vice chair, secretary and treasurer and such other officers as the board from time to time may designate. One person may hold a maximum of two titles.
Section 5.02: Election and Term of Office
The officers of the Corporation shall be elected by the board of directors at the annual or, December meeting if the annual meeting is not held in December, to take office January 1st, or by special election to fill mid-term vacancies. Officers shall hold one (1) year terms, but may be re-elected for the same or different officer positions. Each officer shall hold office until her/his successor takes office, unless said officer resigns or is removed from office.
Section 5.03: Resignation
Any officer may resign at any time by submitting written notice to the secretary of the Corporation. The secretary shall submit her/his resignation to the board of directors.
Section 5.04: Removal
Any officer may be removed by a majority vote of the board at which a quorum is present.
Section 5.05: Vacancies
Any vacancies in an office may be filled by the majority vote of the board of directors for the non-expired portion of the term.
Section 5.06: Chair
The chair shall preside at all meetings of the board commencing upon the first meeting following the December meeting of the Partnership provided that the chair shall serve as such until her/his successor has been elected and qualified. The chair shall perform all duties as may be prescribed by the board of directors from time to time, not inconsistent with these Bylaws.
In the absence of an executive director, the chair is the principal executive officer of the Corporation until such time as an Interim Executive Director can be appointed. When acting as the executive officer, the chair shall in general supervise and control all of the business and affairs of the Corporation.
Section 5.07: Vice chair
In the event of the chair’s absence, disability, or unavailability, the vice chair shall perform the duties and exercise the powers of the chair. The board of directors or the chair may from time to time prescribe for the vice chair other duties and powers not inconsistent with these Bylaws.
Section 5.08: Secretary
The secretary shall oversee the keeping and maintenance of the minutes of meetings of the board of directors. The secretary may designate another person to record minutes of a particular meeting, but in any case is responsible for those minutes. The minutes shall be kept at the principal office of the Corporation and shall include the time and place of the meeting, the names of those present, and a description of the proceedings. The secretary shall have the duty and power to affix the Corporate Seal to any instrument requiring it and to attest the same by her/his signature when authorized by the board of directors, or when such instrument shall first have been signed by the chair, the vice chair, or any other duly authorized officer or agent. The secretary shall provide the proper notices of meetings given in accordance with the provisions of these Bylaws. The secretary shall be the custodian of all corporate records and documents. The secretary shall perform such other duties as may be required by law or as may be prescribed or required from time to time by the board of directors, or the chair.
Section 5.09: Treasurer
The treasurer shall chair the Finance Committee. In the absence of an executive director or interim, the treasurer shall be the chief financial and accounting officer of the Partnership to End Poverty and shall supervise and monitor the finances of the Partnership to End Poverty, reporting on a regular basis to the board of directors.
Section 5.10: Bond
A bond may be provided, or required, at the direction of the board and at the expense of the Corporation, for an executive director or others controlling the Corporation’s money, in such sum and with such surety or sureties as the board of directors may determine necessary.
Section 5.11: Records
All financial books and records of account, all minutes of the board of directors’ meetings and other committee meetings of the Corporation, and copies of all other material corporate records, books, documents, and contracts shall be maintained at the principal office of the Corporation All such books, records, minutes, lists, documents, and contracts shall be made available for inspection at a reasonable time during usual business hours by any member of the board of directors, or duly authorized agent of the Corporation. Each director shall turn over to her/his successor or the chair, in good order, such corporate monies, books, records, minutes, lists, documents, contracts, or other property of the Corporation as have been in the custody of such officer or agent during her or his term of office.
Section 5.12: Standards of Conduct for Officers
Officers shall discharge their duties according to the standards described in ORS 65.377 and Article XII of these Bylaws.
ARTICLE VI
COMMITTEES
Section 6.01: Creation
The board of directors may, by resolution adopted by a majority of the directors then in office, designate and appoint an Executive Committee, a Nominating Committee, a Finance Committee and such other committees as may be deemed appropriate (including, for example, but not limited to, a development committee, a programs committee, etc.)
Section 6.02: Authority
Each committee appointed by the board of directors shall have and may exercise such powers and authority as may be conferred by the board of directors, but no committee shall in any event have the power or authority to (a) amend, alter, or repeal these bylaws or the Articles of Incorporation, (b) elect, appoint, or remove any director or officer, (c) approve dissolution or merger or any sale, pledge, or transfer of all or substantially all of the Partnership assets, or (d) authorize any distribution of the assets of the Partnership. The designation and appointment of any committees and the delegation thereto of authority shall not operate to relieve the board of directors or any individual director of any responsibility imposed by law. The board of directors shall have the power at any time to fill vacancies in, to change the size or membership of any committee, and to discharge the executive committee and any other committee, by majority vote of the directors present at any board meeting for which a quorum is present.
Section 6.03: Executive Committee
The Executive Committee will consist of the chair, the vice chair, secretary and the treasurer. The formation of the Executive Committee shall not operate to relieve the standing committees, the board of directors, or any individual director of any responsibilities imposed by law. The Executive Committee will not have the authority to [a] alter the Articles of Incorporation, [b] these Bylaws, [c] alter the composition of the board of directors or officers, [d] alter the form of the Corporation, [e] authorize the sale, lease, exchange, or mortgage of all or substantially all of the corporate assets, and [f] fill vacancies in or remove members of the board of directors or of any committee duly appointed by the board of directors. The Executive Committee shall recommend agendas for board action regarding budgets, plans of action, grievances and other actions necessary for the functioning of the corporation.
Section 6.04: Finance Committee
The Finance Committee, or if no Finance Committee has been appointed, the Executive Committee as outlined in Section 6.03, is responsible for oversight of development and review of fiscal policies/procedures, a fundraising plan, and the annual budget. The board of directors must approve the budget and all expenditures must be within the budget. Any major change in the budget must be reviewed by the Finance Committee and approved by the board of directors. The fiscal year shall be August 1 through July 31. Annual reports are required to be submitted to the board of directors showing income, expenditures, and pending income.
Section 6.05: Ad Hoc Committees of the Corporation
The board shall have the authority to appoint ad hoc committees, except as otherwise expressly stated in law, in the Articles of Incorporation, or in these Bylaws.
Section 6.06: Appointment and Removal
The committee chair responsible for any standing committee shall have the power to appoint and remove members of the committee subject to approval by the board of directors. All ad hoc committees shall include either one board member or the Executive Director of the Corporation.
Section 6.07: Meetings
Members of committees shall meet at the call of the committee chair at such place as the chair shall designate after reasonable notice has been given to each committee member. Each committee shall keep minutes of its proceedings and within a reasonable time thereafter make a written report to the board of directors of its actions. Any action that may be taken by a committee at a meeting may be taken without a meeting if a consent in writing setting forth the action taken and signed by all members of the committee entitled to vote on the matter. The action shall be effective on the date when the last signature is placed on the consent.
Section 6.08: Quorum
A majority of the members of a committee shall constitute a quorum for the transaction of business at any committee meeting, and any transaction of a committee shall require a majority vote of the quorum present at the meeting.
Section 6.09: Notice of Meeting
It will be the responsibility of the committee chair to ensure that all committee members are notified of committee meeting times and dates.
Section 6.10: Meeting by Telephone Conference
Committees of board, the board or the board of directors may hold a meeting by conference telephone or similar equipment by means of which all persons participating in the meeting can hear each other. Participation in such meeting shall constitute presence in person at the meeting.
ARTICLE VII
MEETINGS OF THE BOARD OF DIRECTORS
Section 7.01: Annual Meetings
The annual meeting of the board of directors shall be held each year, within one month after the January November meeting or as soon thereafter as the board shall decide. The specific date, time, and place of the annual meeting shall be determined by the board of directors.
Section 7.02: Regular Meetings
The board of directors may from time to time establish monthly or other regular meetings of the board, the specific date, time, and place of which shall be determined by the chair.
Section 7.03: Special Meetings
Special meetings of the board of directors may be called by the Executive Committee or by at least one-quarter of the current directors.
Section 7.04: Executive Session
During a regularly scheduled or special meeting of the board of directors at which a quorum of the board exists, by a simple majority vote of the board of directors present, the board may reconvene in executive session for specific announced issues. Proceedings will be recorded but kept confidential in a secure location.
Section 7.05: Notice of Meetings
Written notice of the annual meeting of the board of directors shall be given at least 30 days before the meeting, written notice of regular meetings shall be given at least ten (10) days before the meeting, and written or oral notice of a special meeting shall be given at least 24 hours before the meeting. Notice of meetings of the board of directors shall be deemed delivered if sent via [a] regular United States mail, [b] facsimile, [c] electronic mail, or [d] hand delivered. The notice shall in each case specify the date, time, and place of the meeting, and notice shall be sufficient if actually received at the required time or if mailed not less than five days before the required time. Mailed notices shall be directed to the director’s address shown on the corporate records or to the director’s actual address ascertained by the person giving notice. Oral notice may be delivered in person or by telephone. Except as otherwise required by law, the Articles of Incorporation, or these bylaws, neither the business to be transacted at nor the purpose of any meeting of the board of directors need be specified in the notice.
Section 7.06: Waiver of Notice
Whenever any notice is required to be given to any director, a waiver thereof in writing, signed by the director entitled to such notice, whether before or after the event specified in the waiver, shall be deemed equivalent to the giving of such notice. Furthermore, the attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 7.07: Meeting by Telephone Conference
The board of directors may hold a meeting by conference telephone or similar equipment by means of which all persons participating in the meeting can hear each other. Participation in such meeting shall constitute presence in person at the meeting.
Section 7.08: Attendance
It is the duty of each officer and director to attend meetings of the board of directors. Any officer or director, who, without excuse, regularly fails to attend regular, annual or special meetings, may be replaced in accordance with section 4.
ARTICLE VIII
DEPOSITS, CHECKS, LOANS, CONTRACTS
Section 8.01: Deposit of Funds
The board of directors shall designate a treasurer or an agent to oversee all funds and securities of the Corporation, and oversee the following: [a] receive and give receipt for monies due and payable to the Corporation, [b] deposit all monies received in the name of the Corporation in such banks, trust companies, or other depositories as from time to time may be designated by the board of directors, [c] have charge of disbursement of monies of the Corporation in accordance with the directions of the board of directors, or the chair, [d] enter regularly in books of account to be kept by her/him, or under her/his direction, for that purpose, a complete and correct account of all monies received and disbursed by the Corporation, [e] render a statement of financial accounts of the Corporation to the board of directors at its Annual Meeting and at such times as may be requested by the board of directors [f] exhibit the books of the account of the Corporation and all securities, vouchers, paper and documents of the Corporation in her/his custody upon request of members of the board of directors, and [g] in general, have such powers and perform such other duties not inconsistent with these Bylaws as may be prescribed by the board of directors, or the chair.
Section 8.02: Checks, drafts, etc. The board may authorize all checks, drafts, endorsements, notes, and evidence of indebtedness of the Corporation to be signed, with a minimum of two signatures, by such officers or agents of the Corporation and in such manner as the board of directors may determine.
Section 8.03: Loans
No loans or advances shall be contracted on behalf of the Corporation, and no note or other evidence of indebtedness shall be issued in its name, unless and except as authorized by the board of directors. The Corporation shall not lend money to or guarantee the obligation of any director or officer of the Corporation except in accordance with Section 11. below.
Section 8.04: Fiscal Year
The fiscal year of the Corporation shall be from August 1 through July 31.
Section 8.05: Fiscal operating procedures
The board of directors of the Corporation shall ensure that proper written fiscal operating procedures are in place.
Section 8.06: Contracts with community Action Teams
No contract (Granting or other Agreements) with a community Action Team shall be effected unless the community Action Team is incorporated in the Oregon Nonprofit Corporation Act.
ARTICLE IX
COMPENSATION OF, CONTRACTS WITH, AND LOANS TO DIRECTORS, OFFICERS AND EMPLOYEES
Section 9.01: Compensation of Directors
No director shall be compensated for service provided the Corporation as a board member, except that the board may authorize the expenditure of funds to pay for reasonable expenses incurred by directors or officers in the performance of the duties and purpose of the Corporation upon submittal of a written request for reimbursement with appropriate receipts of expenditures. The executive director shall be compensated as a full-time employee with the compensation level set by the board of directors.
Section 9.02: Compensation of Employees and Consultants
The board of directors shall fix the salary or other compensation of the Executive Director and approve compensation and benefit policies for all employees. Contractors and consultants for the Corporation may be hired by the executive director for up to $10,000.00 if it fits the approved Work Plan and budget.
Section 9.03: Conflicts of Interests in Contracts and Transactions
In accordance with ORS 54.361, no director or officer of the Corporation shall benefit financially, either directly or indirectly, in any contract or transaction relating to the operations conducted by it, nor in any contract for furnishing services or supplies to it, unless: [a] such contract has been authorized as provided in said ORS.
Section 9.04: Loans to Directors and Officers
No loan shall be made by the Corporation to its directors or officers. The directors of the Corporation who vote for or assent to the making of a loan to any director or officer of the Corporation, and any officer or officers participating in the making of such a loan, shall be jointly and severally liable to the Corporation for the amount of such loan until repayment thereof.
ARTICLE X
DELEGATION OF AUTHORITY
Section 10.01: Delegation of Authority
The board of directors is responsible for hiring and overseeing the executive director. The executive director shall see that all orders and resolutions of the board are carried into effect, including all material business transactions made in the name of the Corporation. The executive director shall hire, supervise and discharge all personnel of the Corporation and shall have other powers and duties not inconsistent with these bylaws. The executive director shall also have charge and custody of, and be responsible for, all funds of the Corporation and in general shall perform all duties incident to prudent management of the Corporation. The executive director will: (a) cause to be kept correct and complete records of account showing the financial condition of the Partnership, (b) be legal custodian of all monies, notes, securities, and other valuables that may come into the possession of the Partnership, (c) ensure all assets be deposited in depositories that the board of directors may designate, (d) pay funds out only on the check of the Partnership signed in the manner authorized by the board of directors, (e) present to the board of directors regular statements of the Partnership’s financial position and cash flows, (f) ensure that the Partnership files all necessary tax returns, and (g) maintain the record of all gifts, grants, contributions, gross receipts from admissions, sales of merchandise, performance of services, or furnishing of facilities, in an activity that is not an unrelated trade or business, and the sources of all the foregoing funds.
ARTICLE XI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 11.01: Generally
The Partnership shall to the fullest extent permitted by law (ORS 65.387 through ORS 65.414, and any amendment thereto) indemnify any person who is or was a director or officer of the Partnership against any and all liability incurred by such person in connection with any claim, action, suit, or proceeding or any threatened claim, action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was a director or officer of the Partnership, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interest of the Partnership, and with respect to any criminal proceeding such person had no reasonable cause to believe the conduct was unlawful. Liability and expenses include reasonable attorney’s fees, judgments, fines, costs, and amounts actually paid in settlement. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Partnership, and, with respect to any criminal proceeding, had reasonable cause to believe that such conduct was unlawful. The foregoing right of indemnification shall be in addition to and not exclusive of any and all other rights to which any such director or officer may be entitled under any statute, bylaw, agreement, or otherwise.
Section 11.02: Actions by or in the Right of the Partnership
In connection with any proceeding brought by or in the right of the Partnership, the Partnership may not indemnify any person who is or was a director or officer of the Partnership if such person has been adjudged by a court of law to be liable to the Partnership, unless the court in which the action or suit was brought shall determine upon application that, despite the adjudication of liability, in view of all of the circumstances of the case such person is fairly and reasonably entitled to indemnity.
Section 11.03: Self-Interested Transaction
The Partnership may not indemnify any person who is or was a director or officer of the Partnership in connection with any proceeding charging improper personal benefit to such person in which such person has been adjudged liable on the basis that personal benefit was improperly received by such person, unless the court in which the action or suit was brought determines upon application that, despite the adjudication of liability, in view of all circumstances of the case such person is fairly and reasonably entitled to indemnity.
Section 11:04: Determination of the Propriety of Indemnification
The determination that indemnification is proper shall be made by the majority vote of a quorum consisting of the directors who were not parties to the proceeding or, if such a quorum cannot be obtained, by the majority vote of a committee, duly designated by the board of directors, consisting of at least two directors who were not parties to the proceeding. If there are not two directors who were not parties to the proceeding, the full board of directors shall select special legal counsel to determine whether indemnification is proper.
Section 11.05: Evaluation of Expenses
An evaluation as to the reasonableness of expenses shall be made by the majority vote of a quorum consisting of directors who were not parties to the proceeding or, if such a quorum cannot be obtained, by the majority vote of a committee, duly designated by the board of directors, consisting of at least two directors who were not parties to the proceeding. If there are not two directors who were not parties to the proceeding, the full board of directors, including directors who were parties to the proceeding, shall evaluate the reasonableness of expenses.
Section 11.06: Notice to the Attorney General
A director or officer shall not be indemnified by the Partnership until 20 days after the effective date of written notice to the Attorney General of the proposed indemnification.
Section 11.07: Advance Expenses
Expenses incurred with respect to any claim, action, suit, or other proceeding of the character described in this article may be advanced by the Partnership prior to the final disposition of such proceeding if (a) the director or officer provides written affirmation to the Partnership of such person’s good faith belief that such person satisfies the criteria for indemnification, and (b) the director or officer gives the Partnership on a written undertaking to repay the advanced amount if it is ultimately determined that the director or officer is not entitled to indemnification under this article. The undertaking shall be a general obligation of the director or officer, but need not be secured and may be accepted by the board of directors without reference to the director or officer’s financial ability to make repayment.
Section 11.08: Insurance
The board of directors shall have the power to purchase insurance on behalf of any individual who is or was an officer or director of the Partnership against liability asserted against or incurred by such individual arising out of such individual’s status as a director or officer of the Partnership, whether or not the Partnership to End Poverty would have the power to indemnify such individual against liability under the provisions of this article.
ARTICLE XII
STANDARD OF CONDUCT
Section 12.01: Generally
Directors shall discharge their duties according to the standards as described in ORS 65.357.
Section 12.02: Confidentiality
Directors shall keep information learned during the course of Partnership activities in confidence when the information concerns the administration and activities which are not generally available to the public. Each director shall execute a Confidentiality Agreement annually prior to the annual meeting of the Board of Directors.
Section 12.03: Conflict of Interest
Directors shall endeavor to conduct themselves, their activities, including those relating to persons, or business, religious and other organizations, closely associated with them, in such a way that no conflict or appearance of conflict shall arise between such other interests and the politics, operations, and interests of the Partnership.
Section 12.04: Recusal
Should a conflict or appearance of conflict of interest develop, the affected director shall immediately declare a conflict of interest, thereafter recusing the director or advisory director from any further discussions of the issue and any subsequent votes on the issue.
Section 12.05: Political Activity
Directors shall abstain from direct lobbying of political officials or otherwise engaging in political activity where it may reasonably be perceived that the director or advisory director is representing the Partnership, unless otherwise authorized by the board of directors.
Section 12.06: Personal Conflict
Directors shall conduct themselves in a manner calculated to avoid damaging the reputation and good name of the Partnership.
ARTICLE XIII
MISCELLANEOUS
Section 13.01: Construction
If any portion of these Bylaws shall be invalid or inoperative, then so far as is reasonable and possible, [a] the remainder of these Bylaws shall be considered valid and operative, and [b] effect shall be given to the intent manifested by the portion held invalid or inoperative.
Section 13.02: Dissolution
The responsibility and authority for a decision regarding dissolution shall rest with the board of directors. Upon dissolution of this Corporation, after paying or adequately providing for the debts and obligations of the Corporation, the remaining assets shall be distributed to a nonprofit, foundation, or Corporation organized and operated exclusively for the purposes specified in Section 501(c)(3) of the Internal Revenue Code and which has established its tax exempt status under that section.
ARTICLE XIV
AMENDMENT OF BYLAWS
Section 14.01: Amendment of Bylaws
Except as otherwise provided herein, these Bylaws may be amended or repealed, or new bylaws adopted, by an affirmative vote of two-thirds of the board of directors of the Corporation voting either present at a meeting or by marked ballot returned by United States mail within the time limit designated on the ballot. Proposed bylaw revisions shall be made known to all board members of the Corporation at least two (2) weeks prior to the mailing of the ballot. The meeting notice shall state that a purpose of the meeting is to consider an amendment to the bylaws and shall contain a draft copy of the proposed bylaws or summary of the proposed amendment.
Section 14.02: Articles of Incorporation
The board of directors may amend or appeal the articles of incorporation or adopt new articles of incorporation, by the affirmative vote of two-thirds of the directors then in office, at any meeting of the board of directors. The meeting notice shall state that a purpose of the meeting is to consider an amendment to the articles of incorporation and shall contain a Partnership or summary of the proposed amendment. The Secretary shall take those actions necessary to amend, revise or refile the articles of incorporation with the State of Oregon and all other appropriate agencies.
The foregoing amended and restated bylaws were duly adopted by the Board of Directors on January 23, 2008.