PNPN Bylaws

Adopted 7/29/2019

Article I. Name

 The name of this corporation is Pacific Northwest Pirate Nation, PNPN

The Board of Directors will be referred to The Council outside of these bylaws.

 

Article II. Purpose

 

  1. The Pacific Northwest Pirate Nation Council is a dedicated team who supports the Pacific Northwest pirate community. The councils’ priorities are safety, accountability, and inclusion of all people. We aim to provide quality education and thematic events centered around history both real and fantastical, to include the golden age of piracy.

 

Article III. Members

 Section 1. Classes of Membership

  1. Members
    1.  In order to be a member of this corporation an individual must accept a 1 year position at the annual meeting as a senior staff event planner.
  2. Affiliates
    1. Any individual that is interested in the purpose and affairs of this Corporation may apply to be an affiliate, subject to any additional standards that may be set from time to time by the Board of Directors. In order to be an Affiliate an individual shall pay annual dues in accordance with such policies and rates as the Board of Directors establishes from time to time. 

 

Section 2. Voting Rights

  1. Members
    1. Members shall each be entitled to cast one (1) vote for or against the slate of Directors presented at this Corporation’s Annual Meeting.There shall be no split voting or cumulative voting. 
    2. Proxy voting is not permitted.

 

  1. Affiliates
    1. Affiliates have no voting rights.

 

Section 3. Termination of Membership

  1. Termination by Board of Directors
    1. The Board of Directors, upon the affirmative vote of two thirds (2/3) of all directors in office at that time, may terminate the membership of a Member or affiliate with or without cause. The Board shall give the member or affiliate at least fifteen (15) days written notice of termination and the reasons for the termination.
  2. Nonpayment of Dues
    1. The status of any Affiliate shall terminate in the event such affiliate shall fail to pay its annual dues to this Corporation within sixty (60) days from the initial due date thereof.
  3. The Board shall give the Member or Affiliate an opportunity to be heard, orally or in writing, not less than five (5) days before the effective date of the termination. The decision of the Board shall be final and shall not be reviewable by any court, unless compelled by law.
  4. If an affiliate is removed without cause they will be refunded their dues.
  5. Except as otherwise required by law or these bylaws, any voting rights of a Member and any other rights conferred upon a Member shall cease immediately upon termination of such Member’s membership in this Corporation.

 

Section 4. Transfer of Membership.

  1. Membership in this Corporation is not transferable or assignable.

 

Section 5. Meetings of the Membership

 

  1. Annual Meeting
    1. An annual meeting of the membership shall be held in October of each calendar year at a meeting place determined by the Board of Directors. 
  2. Special meetings 
    1. Special meetings may be held at the call of at least a majority of the then current members. The Board of Directors call a special meeting no sooner than two days after and no later than two weeks after the meeting has been called. 
  3. Notice of Meetings. 
    1. Notice of meetings, not including special meetings, of the Members shall be given to each member by electronic means at least seven days before the meeting. The notice shall include the date, time, place, and purpose of the  meeting.

 

  1. Electronic Participation.
    1.  The Board of Directors may permit any or all of the members to participate in a meeting, or to conduct the meeting, by using any means of communication by which all members participating may simultaneously hear each other during the meeting. A member participating in a meeting by this means is deemed to be present in person at the meeting.

 

  1. Quorum and Voting
    1. Quorum 
      1. For the election of Directors one-half (½) of the number of Members then in good standing and present at any annual meeting shall constitute a quorum for the election of Directors
    2. Voting
      1. Voting will be determined by a simple majority vote of those present and will be considered the will of the whole, unless these Bylaws or the law provide differently. 
      2. Proxy voting is not permitted.

 

Article IV. Board of Directors

Section 1. General Powers

 

The business and affairs of this corporation shall be governed by its Board of Directors.

 

Section 2. Number 

 

  1. The Board of Directors shall consist of not fewer than three or more than seven voting persons. The number of directors may be fixed or changed periodically by the directors, provided that the term of any director shall not be reduced by any reduction in directors without such director’s consent. 
  2. The Board of Directors shall be considered to be fully constituted and empowered to exercise all authority of the Board of Directors so long as there are at least three directors in office (the minimum number of directors required under the Oregon Nonprofit Corporation Act). The directors, in that circumstance, shall exercise reasonable diligence to identify and select qualified persons to serve on the Board of Directors in order to bring the number of directors to at least five as soon as reasonably possible. The Board of Directors shall strive to maintain an odd number of directors in order to minimize the likelihood of deadlocks in decision-making.

 

Section 3. Qualifications

 

  1. Membership on the Board of Directors shall be open to all persons 18 years of age or older, who have  a nomination from a current Member or Affiliate. Membership on the Board of Directors will not be restricted on the basis of race, color, religion, age, national origin, gender, sexual orientation, or dis/ability.

 

Section 4. Selection and Tenure

 

  1. Selection
    1. Nominations to the Board of directors may be submitted by any Member or Affiliate. 
    2. The nomination must be submitted to the Secretary no later than 15 days before the Annual Membership Meeting.
    3. Nominees are voted on by the then current present Membership
    4. Appointment of a new Director is effective immediately 
  2. Tenure
    1. Directors shall be selected to serve three-year terms at the annual meeting of directors. Despite the expiration of a director’s term, the director shall continue to serve until the director’s successor is elected and qualified, until there is a decrease in the number of directors, or until the director otherwise ceases to be on the Board of Directors. 

Section 5: Salary

Directors shall not receive salaries for their board services but may be reimbursed for authorized expenses related to Board service.

 

Section 6. Vacancies

 

A vacancy in the Board of Directors shall exist on the death, resignation, or removal of any director, or upon a decision by the Board of Directors to expand its membership. A vacancy in any position on the Board of Directors shall be filled by the Board of Directors unless a decision is made to reduce the number of directors. If the Board of Directors accepts the resignation of a director tendered to take effect at a future time, a successor may be elected to take office when the resignation becomes effective.

  1. Resignation. 
    1. A director may resign at any time by delivering written notice to the president or the secretary. A resignation is effective when notice is effective under ORS 65.034 unless the notice specifies a later effective date. Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the Board of Directors. 
  2. Removal. 
    1.  A director may be removed with or without cause by a vote of two-thirds of the other directors then in office. 

Section 7. Meetings

 

  1. Annual Meeting and Other Meetings
    1. An annual meeting of the Board of Directors shall be held in October of each calendar year at a meeting place determined by the Board of Directors.
    2.  Other meetings shall be held as deemed by the president to be necessary or appropriate for the conduct of the Corporation’s business. 
  2. Special meetings 
    1. Special meetings may be held at the call of at least a majority of the then current Board of Directors.
  3. Notice of Meetings. 
    1. The Board of Directors shall hold meetings in Oregon, unless the Board of Directors unanimously agrees to a location outside of Oregon. Notice of all meetings of the Members shall be given to each member by electronic means at least seven days before the meeting. The notice shall include the date, time, place, and purpose of the meeting.
    2. A director may at any time waive any notice required by these bylaws. Except as provided in the following sentence, any waiver must be in writing, must be signed by the director entitled to the notice, must specify the meeting for which the notice is waived, and must be filed with the minutes or the corporate records.  A director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director, at the beginning of the meeting or promptly on the director’s arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.
  4. Electronic Participation. 
    1. The Board of Directors may permit any or all of the directors to participate in a meeting, or to conduct the meeting, by using any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
  5. Action Without a Meeting by Unanimous Written Consent. 
    1. Any action required or permitted to be taken at a Board of Directors’ meeting may be taken without a meeting if the action is taken by all members of the Board of Directors entitled to vote on the action. The action shall be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this section is effective when the last director signs the consent, unless the consent specifies an earlier or later effective date. Consent under this section has the effect of a meeting vote and may be described as such in any document.
  6. Quorum and Voting 
    1. Quorum
      1. A quorum of the Board of Directors shall consist of a majority of the number of directors in office immediately before the meeting begins. If . a quorum is present when a vote is taken, the affirmative vote of a majority of the directors present when the action is taken is the act of the Board of Directors except to the extent that the articles of incorporation, these bylaws, or applicable law requires the vote of a greater number of directors.
      2. A director is considered present regardless of whether the director votes or abstains from voting. 
    2. Voting
      1. Each director shall have one vote; any tie in voting shall be broken by vote of the president, even if the president has already voted in his or her capacity as a director. 
      2. All voting at meetings of the Board of Directors shall be by each director in person; proxy voting shall not be allowed.
  1. Presumption of Assent. 
    1. A director who is present at a meeting of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless:
      1.  At the beginning of the meeting or promptly on the director’s arrival, the director objects to holding the meeting or transacting the business at the meeting;
      2. The director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or
      3. The director delivers written notice of dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting. 
  2. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

 

Article V.

 

Officers

 

Section 1 Designation

  1. The officers of this corporation shall consist of a President, Vice President, Secretary, and any other such officers as the Board may appoint. All three mandated offices of the corporation shall be selected from the Board of Directors and must be members of the Board of Directors.

Section 2 Nomination and Election

  1. Officers may be nominated by the Members and Directors no later than 15 days before the Board of Directors Annual Meeting.
  2. Officers shall be elected or re-elected at the first Board meeting following the Annual Meeting by a majority vote of a quorum of the Board.

Section 3 Terms

  1. Officers shall serve for a term of one year or until their successors are duly elected except that no officer shall be elected to the same office for more than two consecutive terms. Terms of office begin immediately upon election.

Section 4 Vacancy

  1. A vacancy in any office shall be filled by the Board of Directors not later than the first regular meeting of the Board of Directors following the meeting at which the vacancy was reported. 
  2. Any officer may be removed, with or without cause, at any time by action of the Board of Directors.
  3. An officer may resign at any time by delivering notice to the Board of Directors or the secretary. A resignation is effective when the notice is effective unless the notice specifies a later effective date.  If a resignation is made effective at a later date and the Corporation accepts the later effective date, the Board of Directors may fill the pending vacancy before the effective date if the Board of Directors provides that the successor does not take office until the effective date. Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the Board of Directors.

Section 5 Other Officers

  1. The Board of Directors may elect or appoint such other officers and agents as it shall deem necessary or desirable. They shall hold their offices for such terms and shall have such authority and perform such duties as shall be determined by the Board of Directors. 

Section 6 Removal 

  1. Any person elected or appointed by the Board may be removed from office by a vote of a majority of the Board members then serving on the Board. Removal as an officer shall not necessarily mean removal as a Board member.

Section 7 President

  1. The President of the Board of Directors shall oversee the governance of the corporation; shall preside at all meetings of the Board of Directors and Executive Committee; shall appoint the chair of each committee and shall appoint each Board member to a committee; shall approve the appointment of any non-Board member to a committee.
  2.  The President shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall have any other powers and duties as may be prescribed from time to time by the Board of Directors. 

Section 8 Vice-President

  1. In the absence of the President or in the event of their inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of the President. The Vice-President shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.

Section 9 Secretary

  1. The Secretary of the Board of Directors shall have overall responsibility for all record keeping of the Board. Under the direction and supervision of the President of the Board of Directors, the Secretary shall perform, or cause to be performed, the following duties: (a) official recording of the minutes of all proceedings of regular and special meetings of the Members of this Corporation; (b) official recording of the minutes of all proceedings of the Board of Directors meetings and actions; (c) official recording of the minutes of all proceedings of the Executive Committee meetings and actions; (d) provision for notice of all regular and special meetings of the Members of this Corporation and of regular and special meetings of the Board of Directors; (e) review revisions to the Articles of Incorporation as needed; (f) record and vote proxies from Members filed in advance of the Annual Meeting; (g) preside at meetings of the Board of Directors in the absence of the President and Vice-President; (h) retain all records relating to the hiring and performance review and termination of the Executive Director; (i) retain the Board Policy Manual and ensure that it is up to date; and (j) any other duties as may be prescribed by the Board of Directors. 

 

Article VI

Committees

 

Section 1 Executive Committee 

  1. There shall be an Executive Committee comprised of the president, vice-president, and secretary of the Corporation. The Executive Committee possesses the power and authority of the Board of Directors in the management of the business and affairs of the Corporation except to the extent limited by law, action or adopted policy of the Board of Directors, or these bylaws.
  2.  The Executive Committee is not empowered to make or authorize a distribution of funds in excess of $2,500 without the express prior approval of the Board of Directors in each instance; nor shall the Executive Committee be empowered to appoint or remove a member of the Board of Directors. 
  3. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require. 
  4. In the interest of facilitating action, the Executive Committee may act by written consent, telephone conference, email, or any other manner in which all members of the Executive Committee are able to participate. Concurrence of at least a majority of the Executive Committee members on the matter at hand shall constitute the decision of the Executive Committee. Notwithstanding the preceding sentence, in the event of a matter deemed by the president to be urgent, and after a reasonable but unsuccessful attempt to include participation by the entire Executive Committee, the Executive Committee may exercise its full authority with the concurrence of the only two of its members, one of which shall be the president.  

 

Section 2 Other Committees

  1. The Board of Directors may create one or more committees of the Board of Directors and appoint the members of the Board and other non-director members of the community to serve on them. The creation of a committee and the appointment of members to the committee shall be approved by a majority of all directors in office when the action is taken. The provisions of these bylaws governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Directors shall apply to committees and their members as well. The Board of Directors may adopt additional rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these bylaws. Committees may, to the extent specified by the Board of Directors, exercise the authority of the Board of Directors, but no committee of the Board of Directors may:
    1. Authorize distributions
    2. Approve dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the Corporation’s assets;
    3. Elect, appoint, or remove directors or fill vacancies on the Board or on any of its committees; or
    4. Adopt, amend, or repeal the articles of incorporation or bylaws.

Article VII

Non Discrimination 

The Corporation shall not discriminate in providing services, hiring employees, or otherwise, on the basis of gender, race, creed, marital status, sexual orientation, religion, color, age,national origin or dis/ability.

 

Article VIII

General Provisions

Section 1 Amendment of Bylaws

  1. The Board of Directors may amend or repeal these bylaws or adopt new bylaws by a majority vote of the directors at a meeting at which there is a quorum, or by unanimous written consent.
  2. Whenever an amendment or a new bylaw is adopted, it shall be copied in the minute book with the original bylaws in the appropriate place. If any bylaw is repealed, the fact of repeal and the date on which the repeal occurred shall be stated in that book and place.

Section 2 Inspection of Books and Records

  1. All books, records, and accounts of the Corporation shall be open to inspection by the Directors. Members, and Affiliates in the manner and to the extent required by law.

Section 3 Checks, Drafts, etc. 

  1. All checks, drafts, and other orders for payment of money, notes, or other evidences of indebtedness issued in the name of or payable to the Corporation shall be signed or endorsed by the person or persons and in the manner that shall be determined from time to time by resolution of the Board of Directors.

Section 4 Deposits. 

  1. All funds of the Corporation not otherwise employed shall be deposited to the credit of the Corporation in those banks, trust companies, or other depositories as the Board of Directors or officers of the Corporation designated by the Board of Directors select or be invested as authorized by the Board of Directors.

Section 5 Loans or Guarantees.  

  1. The Corporation shall not borrow money and no evidence of indebtedness shall be issued in its name unless authorized by the Board of Directors. This authority may be general or confined to specific instances. Except as explicitly permitted by ORS 65.364, the Corporation shall not make a loan, guarantee an obligation, or modify a pre existing loan or guarantee to or for the benefit of a director or officer of the Corporation.

Section 6 Execution of Documents. 

  1. The Board of Directors may, except as otherwise provided in these bylaws, authorize any officer or agent to enter into any contract or execute any instrument in the name of and on behalf of the Corporation. This authority may be general or confined to specific instances. Unless authorized by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit, or to render it liable for any purpose or for any amount.

Section 7 Insurance.  

  1. The Corporation may purchase and maintain insurance on behalf of an individual against liability asserted against or incurred by the individual who is or was a director, officer, employee, or agent of the Corporation, or who, while a director, officer, employee, or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit Corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise; however, the Corporation will indemnify its officers and directors to the fullest extent allowed by Oregon law.

 

Section 8 Fiscal Year.  

  1. The fiscal year of the Corporation shall begin on the date adopted by the Board of Directors in accordance with applicable law.

Section 9 Severability. 

  1. A determination that any provision of these bylaws is for any reason inapplicable, invalid, illegal, or otherwise ineffective shall not affect or invalidate any other provision of these bylaws.