BY-LAWS OF TOTAL REWARDS PDX

(An Oregon Non-Profit Mutual Benefit Corporation)

Articles adopted on September 23, 2019

ARTICLE 1: OFFICES

1.1 Business Office. The principal office of the corporation shall be located at any place within the state of Oregon as designated in the corporation's most current Annual Report filed with the Oregon Secretary of State. The corporation may have such other offices, either within or without the state of Oregon, as the Board of Directors of this corporation (the "Board") may designate or as the business of the corporation may require from time to time.

1.2 Registered Office. The registered office of the corporation, required by ORS 65.047, shall be located within Oregon and may be, but need not be, identical with the principal office. The address of the registered office may be changed from time to time. 

ARTICLE 2: PURPOSES

2.1 General Purpose. The corporate purposes are as set forth in the Articles of Incorporation (i.e., charitable, educational and scientific purposes, including, for such purposes, making of distributions to organizations that qualify as exempt organizations under Code Section 501(c)(3)).  The corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code").

2.2 Primary Purposes. The corporation is comprised of compensation and benefit professionals with the goal of providing educational workshops, trainings and resources, professional development opportunities, networking and programming for such professionals located throughout Oregon and Southwest Washington.

ARTICLE 3: BOARD

3.1 General Powers. All corporate powers shall be exercised by, or under the authority of, the Board and the business and affairs of the corporation shall be managed under the direction of the Board.

3.2 Number and Tenure of Directors. The authorized number of directors of this corporation (the "Directors" or individually "Director") shall be not less than three (3) nor more than fifteen (15); and the number of Directors may vary between the maximum and minimum authorized numbers. The number of Directors shall be set by the Voting Members (as defined in Article 5) at their annual meeting or a special meeting called for the purpose of setting the number of Directors and/or electing Directors. The Board shall make provisions to stagger the term of Directors so that each year as close as possible to one-half of the Directors shall expire. The term of office for Directors shall be two (2) years. The terms of a Director may be reelected without limitation on the number of terms they may serve.

3.3 Election of Directors. The Directors shall be elected by the Voting Members at the members' annual meeting, or any special meeting called for such purpose.

3.4 Regular Meetings of the Board. Regular meetings of the Board shall be held at the time and place to be determined by the Board. Notice shall be given no less than two weeks prior to the date of the scheduled meeting. There shall be no less than one regular meeting a year.

3.5 Special Meetings of the Board. Special meetings of the Board may be called at the request of the president or any other Director. Notice of such meetings shall be in writing, describing the date, time, place, and purpose of the meeting, shall be delivered to each Director as provided in Section 3.6 below.

3.6 Notice of, and Waiver of Notice for, Special Directors' Meetings. Notice of any special Directors' meeting shall be given at least two days before the meeting. Notice may be communicated in person, by telephone, email or other form of wire or wireless communication, or by mail or private carrier, including publication in a newsletter or similar document mailed to a Director's last known address. 

(a) Oral notice is effective when communicated if communicated in a comprehensible manner;

(b) Except as provided in subsection (3) of this section, personal written notice, if in a comprehensible form, is effective as the earliest of the following:

  1. When received;
  2. Five days after its postmark, if mailed by United States mail correctly addressed and with first class postage affixed;
  3. On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee;
  4. Thirty days after its deposit in the United States mail if mailed correctly addressed and with other than first class, registered or certified postage affixed; or
  5. The date specified by the Articles of Incorporation of Bylaws with respect to notice to Directors. 

(c) Any Director may at any time waive notice of any meeting. Except as provided in the next sentence, the waiver must be in writing, signed by the Director entitled to the notice, and filed with the minutes or corporate records. 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 and at the beginning of the meeting or promptly upon the Director's arrival objects to holding the meeting or transacting business at the meeting, and does not thereafter vote for or assent to action taken at the meeting. 

3.7 Directors' Quorum. More than 50% of the Directors in office immediately before the meeting begins shall constitute a quorum for the transaction of business at any meeting of the Board, unless the Articles of Incorporation of these Bylaws require a greater number.

3.8 Directors, Manner of Acting. The act of more than 50% of the Directors present at a meeting at which a quorum is present when the vote is taken shall be the act of the Board. Where the law requires a majority vote of the Directors in office to establish committees to exercise Board functions, to amend the Articles of Incorporation, to sell assets not in the regular course of business, to merge, or to dissolve, or for other matters, such action is taken by that majority as required by law. 

Unless the Articles of Incorporation provide otherwise, any or all Directors may participate in a regular or special meeting by, or conduct the meeting through the use of, 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. 

A Director who is present at a meeting of the Board or a committee of the Board when corporate action is taken is deemed to have assented to the action taken unless:

(a) The Director objects as the beginning of the meeting or promptly upon the Director's arrival to holding it or transacting business at the meeting;

(b) The Director's dissent or abstention from the action taken is entered in the minutes of the meeting; or

(c) The Director delivers written notice of the Director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a Director who votes in favor of the action taken.

3.9 Directors' Action Without a Meeting. Any action required or permitted by law to be taken by the Board at a meeting may be taken without a meeting if all the Directors take the action, each one signs a written consent describing the action taken, and the consents are filed with the records of the corporation. Action taken by consent is effective when the last Director signs the consent, unless the consent specifies a different effective date. A signed consent has the effect of a meeting vote and may be so described in any document. 

3.10 Removal of Directors. Any Director may be removed, with or without cause, by a vote of two-thirds of the Directors then in office. Any Director may also be removed, with or without cause, by a vote of two-thirds of the members then entitled to vote at any meeting called for such purpose.

3.11 Board Vacancies. Vacancies on the Board may be filled by a vote of more than 50% of the Directors then on the Board until the next annual or special meeting of the members is held for the purpose of electing Directors. Newly created Board positions will be filled by a majority vote of the members entitled to vote at any meeting where the number of Directors is increased.

3.12 Directors' Compensation. Directors, as such, shall not receive any stated salary or other compensation for their services, but, by resolution of the Board, any Director may be paid expenses, if any, incurred by the Director for the benefit of the corporation. No Director is precluded from serving the corporation in any other capacity and receiving compensation therefore, unless prohibited by law or unless such compensation would jeopardize the corporation's status as an exempt organization under the provisions of Code Section 501(c)(7).

ARTICLE 4: OFFICERS

4.1 Number of Officers. The officers of the corporation shall be a president and a secretary, each of whom shall be appointed by the Board. Such other officers and assistant officers as may be deemed necessary may be appointed by the Board. If specifically authorized by the Board, an officer may appoint one or more officers or assistant officers. The same individual may simultaneously hold more than one office in the corporation.

4.2 Appointment and Term of Office. The officers of the corporation shall be appointed by the Board. The President shall serve a term of one (1) year. The Secretary shall serve a term of two (2) years. An officer may be reappointed and serve a maximum of 6 years, but may be invited to sit longer if no other qualified volunteers are available. The designation of a specified term grants to the officer no contract rights, and the Board can remove the officer at any time prior to the termination of such term. 

4.3 Removal of Officers/Vacancies. Any officer or agent may be removed by the Board at any time, with or without cause. A vacancy of the office of president or secretary shall be filed not later than the first regular meeting of the Board following the vacancy.

4.4 President. The president shall be the principal executive officer of the corporation and, subject to the control of the Board, shall in general supervise and control all of the business and affairs of the corporation. The president shall preside over all meetings of the Board and shall serve as chairperson of the corporation. The president may sign, with the secretary or any other proper officer of the corporation authorized by the Board, mortgages, bonds, contracts, or other instruments that the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board from time to time. 

4.5 Secretary. The Secretary shall:

(a) Keep the minutes of the proceedings of the Board in one or more books provided for that purpose;

(b) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;

(c) Be custodian of the corporate records;

(d) When requested or required, authenticate any records of the corporation; and

(e) In general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the president or by the Board. 

4.6 Treasurer. If appointed, the Treasurer shall:

(a) Have charge and custody of and be responsible for all funds of the corporation and the preparation of all financial reports and tax documents;

(b) Receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such money in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board; and

(c) In general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to the treasurer by the president or by the Board, including the preparation of quarterly reports to the Board and an annual report to the members. 

(d) If required by the Board, the treasurer shall give a bond for the faithful discharge of the treasurer's duties in such sum and with such surety or sureties as the Board shall determine. 

If no treasurer is appointed, the duties of the treasurer shall be fulfilled by the president, secretary, or any duly appointed vice-president of the corporation. 

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

4.8 Salaries. The salaries of the officers, if any, shall be fixed from time to time by the Board. 

ARTICLE 5: MEMBERSHIP

5.1 Membership. This corporation shall have members. A person shall become a member of the corporation by paying annual dues set by the Board and meeting the responsibilities of the members to comply with rules established by the corporation.

5.2 Classes of Membership. There shall be four (4) classes of members of the corporation. All members will be included on the members list, receive members-only communications, and are eligible to return as members if they have settled balances from previous years and/or have made arrangements to pay said balance; however, only Voting Members (as defined in Section 5.4) shall be entitled to vote on all matters for which a membership vote is permitted by law or in the Bylaws. All members shall be eligible to serve on committees, but only Voting members are eligible to hold office or vote. The corporation's classes of members are as follows:

(a) Individual Member. Individual membership is open to all individuals who have an interest in compensation and benefits and are working as Human Resource professionals or practitioners. Sponsorship by the individual's place of business is not required. Individual Members are Voting members, with one vote per Individual Member.

(b) Corporate Member. Corporate memberships are open to businesses/organizations who have an interest in compensation and benefits. Only one corporate membership is required per organization, with multiple representatives able to attend functions, hold office, and serve on committees. Corporate members are able to designate up to one hundred (100) individual representatives to be Voting Members. Such designation shall be approved at the annual meeting of the members such that the amount of Voting Members in a corporate membership shall be fixed for the year. 

(c) Student Member. Student membership is open to all individuals enrolled in an undergraduate or graduate business or Human Resources program at an accredited college or university. Student Members are not Voting members.

(d) Consultant Member. Consultant membership is open to all individuals who provide consulting services in the compensation and/or benefits fields for a professional services firm. Consultant Members are Voting members, with one vote per consultant membership. 

5.3 Eligibility. To be eligible for membership, an individual must express interest in the primary purpose for which the corporation is formed, and meet any other eligibility requirements set out for the class of membership sought. Membership is open to all Human Resources professionals, practitioners, consultants, and students, with a professional interest in compensation, benefits, and related fields. 

5.4 Voting Members. Each Individual Member, and Consultant Member who is in good standing and the designated representatives of a Corporate Member shall be considered the Voting members. Student Members are not Voting members.

5.5 Membership Fee. There is an annual fee to join the corporation. The amount of fee may vary by membership class, and will be proposed by the Board and approved by the Voting members then entitled to vote at their annual meeting. The Board is authorized to establish other fees for the organization's activities.

ARTICLE 6: MEMBER MEETINGS

6.1 Location of Meetings. Meetings of the members shall be held at the office of the corporation or at such other place as shall be determined by the Board. The Board may permit any or all members to participate in a meeting by, or conduct the meeting through, the use of 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 such meeting.

6.2 Date of Annual Meeting. An annual meeting of the members shall be held on the date which shall be selected by the Board for each fiscal year of the corporation, at such time as the president shall designate, for the purpose of electing directors and the transaction of such other business as may come before the meeting. If the election of directors shall not be held on the day designated herein for any annual meeting of the members, or any adjournment thereof, the Board shall cause the election to be held at a special meeting of the Voting members, with at least two weeks' notice to all members.

6.3 Special Meetings. Special meetings are of the members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Board, and shall be called by the president at the request of not less than ten percent (10%) of the Voting members of the corporation entitled to vote at the meeting.

6.4 Notice of Meetings. Written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 60 days before the date of the meeting, by or at the direction of the officer or person calling the meeting, to each member at the member's address as it appears on the corporation's records. The notice of any meeting at which participation is to be permitted by the use of any means of communication by which all members participating may simultaneously hear each other shall state such fact and describe how any member desiring to participate may notify the corporation of the member's desire to be included in the meeting.

6.5 Quorum; Adjournment. A simple majority of the Voting members represented either in person or by proxy, shall constitute a quorum at all members' meetings for the transaction of business. If a quorum is not present or represented at any member's meeting, the Voting members present in person or represented by proxy shall have the power, without notice other than an announcement at the meeting, to adjourn the meeting from time to time until a quorum shall be present or represented. At any adjourned meeting in which a quorum is present or represented, any business may be transacted which might have been transacted at the original meeting. 

6.6 Majority Vote. When there is a quorum of Voting members at any meeting, the vote of a majority of the Voting members represented shall decide any question brought before the meeting, unless the laws of the state of Oregon impose a different requirement.

6.7 Number of Votes; Proxies. Each Voting member shall be entitled to one vote on each matter submitted to a vote as a meeting of the members. A Voting member may vote either in person or by a proxy appointed in writing by the member or by the member's duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

ARTICLE 7: COMMITTEES

7.1 Executive Committee. The Board may elect an executive committee. The executive committee shall have the power to make on-going decisions between board meetings and shall have the power to make financial and budgetary decisions.

7.2 Other Committees. The Board may establish such other committees as it deems necessary and desirable. Such committees may exercise functions of the Board or may be advisory committees.

7.3 Composition of Committees Exercising Board Functions. Any committee that exercises any function of the Board shall be composted of three (3) or more Directors, elected by the Board by a vote of more than 50% of all Directors in office at that time. 

7.4 Quorum and Actions. A quorum at a committee meeting exercising Board functions shall be a majority of all committee members in office immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of Directors present.

7.5 Limitations of the Powers of Committees. No committee may authorize payment of a dividend or any part of the income or profit of the corporation to its Directors or officers; may approve dissolution, merger, or the sale, pledge or transfer of all or substantially all of the corporation's assets; may elect, appoint, or remove Directors or fill vacancies on the board or on any of its committees; or may adopt, amend, or repeal the Articles of Incorporation, Bylaws, or any resolution by the Board.

ARTICLE 8: INDEMNIFICATION OF DIRECTORS AND OFFICERS

8.1 Indemnification of Directors. This corporation will indemnify its officers an Directors to the fullest extent allowed by Oregon law.

8.2 Standard of Conduct. The individual shall demonstrate that:

(a) The individual conducted himself or herself in good faith; and

(b) The individual reasonably believed that the individual's conduct was in the best interests of the corporation, or at least not opposed to its best interests; and

(c) In the case of any criminal proceeding, the individual had no reasonable cause to believe his or her conduct was unlawful.

8.3 Advance for Expenses of Directors. Unless otherwise provided in the Articles of Incorporation, the corporation may pay for or reimburse the reasonable expenses incurred by a Director who is a party to a proceeding in advance of final disposition of the proceeding, if:

(a) The Director furnishes the corporation a written affirmation of the Director's good faith belief that the Director has met the standard of conduct described in Section 8.2;

(b) The Director furnishes the corporation a written undertaking, executed personally or on the Director's behalf, to repay the advance if it is ultimately determined that the Director did not meet the standard of conduct; and

8.4 Indemnification of Officers, Agents, and Employees Who Are Not Directors.

Unless otherwise provided in the Articles of Incorporation, the Board may indemnify and advance expenses to any officer, employee, or agent of the corporation, who is not a Director of the corporation, to any extent consistent with public policy, as determined by the general or specific action of the Board.

ARTICLE 9: ADDITIONAL OPERATIONAL RULES

9.1 Operation in General. The corporation is organized exclusively for pleasure, recreation, and other nonprofitable purposes within the meaning of Section 501(c)(7) of the Code, charitable, education, and scientific purposes, including, for such purposes, making of distributions to organizations that qualify as exempt organizations under Code Section 501(c)(3) or corresponding sections of any future federal tax code, or for distribution to any entity, the distribution to which would further the corporation's exempt purpose and not jeopardize its exempt status. 

9.2 Non-Discrimination Policy. The corporation shall not adopt any written policies or practices that are discriminatory of any person on the basis of race, color, sex, age, national origin, color, sexual orientation, religion or other factors prohibited by law, pursuant to Section 501(1) of the Code. 

9.3 No Private Inurement. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons, except that the corporation shall be authorized and empowered to  pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation or Bylaws.

ARTICLE 10: AMENDMENTS

10.1 Amendments. These Bylaws may be amended or repealed, and new Bylaws adopted, by the Board by approval of not less than two-thirds of all Directors then in office. Written or printed notice stating the place, day, and hour of the meeting shall be delivered not less than 14 nor more than 60 days before the date of the meeting, by or at the direction of the officer or person calling the meeting, to each member at the member's address as it appears on the corporation's records.

(c) 2019 Columbia-Willamette Compensation Group/Total Rewards PDX
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