Bylaws

AMENDED AND RESTATED
BYLAWS
OF

OREGON BICYCLE CONSTRUCTORS ASSOCIATION

ARTICLE I

Name

The name of this nonprofit Corporation is Oregon Bicycle Constructors Association.  It is hereinafter referred to in these Bylaws as the Association.

ARTICLE II

Offices

The registered office of the Association shall be in the Oregon.  The Association may have such other offices either within or without Oregon as the Board of Directors may determine or as the affairs of the Association may require from time to time.

ARTICLE III

Board of Directors

Section 1.                General Powers.  The property, affairs, and business of the Association shall be managed and controlled by its Board of Directors.  The Board of Directors may by general resolution delegate to officers of the Association and to committees such powers as provided for in these Bylaws.

Section 2.                Number.  The number of Directors may be as many as ten (10), but no fewer than five (5),  as may be determined by the Board of Directors from time to time, or such additional number as shall be decided by the Board of Directors by amendment of the Bylaws.

Section 3.                Meetings.

(1)    The Board of Directors may provide by resolution the time and place, whether within or without Oregon, for the holding of the regular meetings of the Board.

(2)    Special meetings of the Board of Directors may be called by or at the request of (i) the President, or (ii) any other two (2) Directors collectively, who may fix any place, whether within or without Oregon, as the place for holding any special meeting.

Section 4.                Notice; Quorum.

(1)    Notice of any special meetings of the Board of Directors shall be given at least seven (7) days prior to such meeting by written notice delivered personally or sent by mail, email or facsimile to each Director at his/her address as shown by the records of the Association.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid.  If notice be given by email of facsimile, such notice shall be deemed to be delivered when the email or facsimile is sent provided proof that the correct email address or facsimile number for the recipient was used and a confirmation of the transmission from the facsimile machine is received if sent by facsimile.  Any Director may waive notice of any meeting.  The attendance of a Director at any 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.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.

(2)    The presence in person or by telephone (as allowed in Section 5 below) of a majority of the Board of Directors shall constitute a quorum for the transaction of business at any’ meeting of the Board; but if less than a majority of the Directors are present in person or by telephone at said meeting, a majority of the Directors present may adjourn the meeting without further notice.

Section 5.                Manner of Acting.  The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is otherwise required by law or by these Bylaws.  Directors may attend a meeting by telephonic or similar equipment by means of which all persons participating in the meeting can hear each other.

Section 6.                Terms.  The Directors shall serve terms of one (1) year each.  Successors to outgoing Directors shall be elected by the Board of Directors.  Directors may succeed themselves in office.

Section 7.                Compensation.  Directors shall not receive any stated salaries for their services as such, but by resolution of the Board of Directors a fixed sum and expenses of attendance may be allowed for attendance at each regular or special meeting of the Board; however, nothing herein contained shall be construed to preclude any Director from serving the Association in any other capacity and receiving reasonable compensation therefor.

Section 8.                Informal Action.  Any action required by law to be taken at a meeting of Directors, or any action that may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors.

Section 9.                Removal.  The vote of at least two-thirds (2/3) of the Directors shall be required to remove a Director from office prior to the expiration of the term for which that Director has been elected.

Section 10.            Vacancies. Vacancies among the Directors, whether caused by resignation, death, removal, or expiration of a term, may be filled by the remaining Directors at any regular or special meeting.

ARTICLE IV

Officers

Section 1.                 Officers.  The officers of the Association shall be a President, Vice President, a Secretary, a Treasurer, and such other officers as may be elected in accordance with other provisions of this Article.  The Board of Directors may appoint such other officers or agents, including a Chairman of the Board and an Executive Director, one or more Assistant Secretaries, and one or more Assistant Treasurers, as it shall deem desirable and such officers shall have the authority and perform the duties prescribed from time to time by the Board of Directors.  Any two or more offices may be held by the same person, except the offices of President and Secretary.

Section 2.                Election.  The officers of the Association shall be elected annually by the Board of Directors at the annual meeting of the Board.  If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient.  New offices may be created and filled at any meeting of the Board of Directors.  Each officer shall hold office until his successor shall have been duly elected and shall have qualified.

Section 3.                Removal.  Any officer, except the President, elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interests of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.  The President shall be removed only upon a vote of at least two-thirds (2/3) of the Directors.

Section 4.                Vacancy.  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 5.                President.  The President shall be the principal officer of the Association and shall exercise general supervision over the affairs of the Association, its officers, and personnel consistent with policies established by the Board of Directors The President may sign any deeds, mortgages, bonds, contracts, or other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other office or agent of the Association; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors.  The President may authorize and approve expenditures and take such other steps he or she shall deem necessary to advance the purpose of the Association, provided such steps do not exceed the Scope of authority determined by the Board.

Section 6.                Vice President.  The Vice President shall perform such duties as may be assigned by the President or the Board of Directors.

Section 7.                Treasurer.  The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipts for money due and payable to the Association from any source whatsoever and deposit all such monies in the name of the Association in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors. The Treasurer shall be responsible for the administration and oversight of the Association’s financial records, initiation of an annual audit, compliance with statutory reporting requirements, tax returns, and tax payments.  If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine

Section 8.                Secretary.  The Secretary shall keep the minutes of the meetings of the Board of Directors and shall oversee the keeping, preparation, and filing of all other records required by law or by the policies of the Board; be custodian of the corporate records of the Association; keep a register of the post office address of each Director which shall be furnished to the Secretary by such Director and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.

Section 9.                Paid Officers.  The Board of Directors may appoint one or more paid officers, including an Executive Director.  If so appointed, the Executive Director is responsible for carrying out policy as set by the Board of Directors.  The Executive Director is responsible for conducting the day to day affairs of the Association and is responsible for the employment of all paid Association personnel.  The Executive Director shall be an ex-officio member of the Board of Directors.

ARTICLE V

Members

Section 1.                Membership Classes. Membership in the Association shall consist of one of the following three classes:

(1)   Constructor Members:  Constructor Members must be builders of bicycle frames or operators of bicycle frame building businesses, and such bicycle frame building business must be located and operated in Oregon.  Only Constructor Members shall be entitled to vote on Board Members and Officers of the Association.

(2)   Industry Members:  Industry Members must be suppliers to bicycle frame builders, trades persons who support the bicycle frame building industry, or sales persons engaged in the sale of bicycle frames or components.  Such Industry Members include individuals, partnerships, corporations or other business entities that are not otherwise eligible to be Constructor Members.  Industry Members are eligible to be elected to the Board of Directors, but have no voting privileges and may not serve as an officer of the Association.

(3)   Enthusiast Members:  Enthusiast Members shall be members that are not eligible to be Constructor Members or Industry Members, but are enthusiasts of Oregon-made bicycles.  Enthusiast Members have no voting privileges and are not eligible to serve on the Board of Directors or as an officer of the Association.

Section 2.                Member Dues.  The Board of Directors shall determine from time to time the annual dues to be paid by each class of member.

Section 3.                Member List.  The Board of Directors shall maintain a list of all members in accordance with ORS 65.224.

ARTICLE VI

Committees

Section 1.                Authority.

(1)   The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees of its members, each of which shall consist of two or more persons, which committees, to the extent provided in said resolution, shall have the exercise and authority of the Board of Directors in the management of the Association; provided, however, that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the Bylaws; electing, appointing or removing any member of any such committee or any Director or officer of the Association; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Association; authorizing the voluntary dissolution of the Association or revoking proceedings therefor; adopting a plan for the distribution of the assets of the Association; or amending, altering, or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered, or repealed by such committee.  The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed upon it or him by law.

(2)   Other committees not having and exercising the authority of the Board of Directors in the management of the Association may be designated and appointed by resolution adopted by a majority of the Directors at a meeting at which a quorum is present, or by the President as authorized by a like resolution of the Board.  Membership on such committees need not be limited to Directors.

Section 2.                Term.  Each member of a committee shall continue as such until the next annual meeting of the Directors of the Association and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

Section 3.                Chairman.  One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.

Section 4.                Vacancies.  Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 5.                Manner of Acting.  Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.  Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

ARTICLE VII

Contracts, Checks, Deposits and Funds

Section 1.                Contracts.  The Board of Directors may authorize any officer or officers, agent, or agents of the Association in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association and such authority may be general or confined to specific instances.

Section 2.                Checks.  All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association, shall be signed by such officer or officers, agent, or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors.  In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or Vice President of the Association.

Section 3.                Deposits.  All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 4.                Funds.  The Board of Directors may accept on behalf of the Association any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Association.

ARTICLE VIII

Books and Records

The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.

ARTICLE IX

Fiscal Year

The fiscal year of the Association shall begin on the first day of January and end on the last day of December.

ARTICLE X

Indemnification

Any present or former Director or officer of the Association, or other such persons so designated in the discretion of the Board of Directors, or the legal representative of such person, shall be indemnified by the Association against all reasonable costs, expenses, and counsel fees paid or incurred in connection with any action, suit, or proceeding to which any such person or his legal representative may be made a party by reason of his being or having been such a Director or officer, or serving or having served the Association, except in relation to matters as to which he shall be found guilty of negligence or misconduct in respect to the matters in which indemnity is sought and in relation to matters settled or otherwise terminated without a final determination on the merits where such settlement or termination is predicated on the existence of such negligence or misconduct.

ARTICLE XI

Amendments to Bylaws

These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a majority of the Directors present at any regular meeting or at any special meeting, if at least thirty (30) days written notice is given of intention to alter, amend, or repeal, or to adopt new Bylaws at such meeting.

These Amended and Restated Bylaws are adopted by the Board of Directors of the Association at its meeting held on December, ____, 2008, and shall supersede any replace the Bylaws adopted by meeting of the Board of Directors on February 20, 2008.

Secretary