Section 1.1. Name.
The name of the organization shall be Society of Bead Researchers.
Section 1.2. Principal Office.
The principal office of the corporation in the state of Oregon shall be located in Lane County, Oregon. The corporation may have such
other offices either within or without the state of Oregon as the Board of Directors may designate or as the business of the corporation
may require from time to time.
Section 1.3. Registered Office.
The registered office of the corporation required by the Oregon Non-Profit Corporation Act to be maintained in the state of Oregon may
be, but need not be, identical with the principal office in the state of Oregon, and the address of the registered office may be changed
from time to time by the Board of Directors upon due compliance with the requirements of the Oregon Non-Profit Corporation Act for
change of the registered office.
ARTICLE 2
MEMBERSHIP
Section 2.1. Initial Members.
Membership is open to all persons or institutions interested in the objectives of the Society. The person or institution shall become a
member of the society on payment of such dues as may be assessed by the officers of the corporation.
Section 2.2. Membership Dues.
The dues for membership in the corporation shall be proposed by the board of directors and instituted by a majority vote of the voting
members by mail ballot.
Section 2.3. Status of Membership.
Membership in the corporation shall be personal to any individual or institution. Membership shall not survive the death of any
individual and may not be transferred or assigned by any institutional member.
Section 2.4. Resignation.
A member may resign at any time.
Section 2.5. Members Liability to Third Persons.
A member of the corporation is not personally liable for the acts, debts, liabilities, or obligations of the corporation merely by
reason of being a member.
Section 2.6. Termination and Expulsion from Membership.
A member may be expelled and a membership in the corporation may be terminated by the board of directors for any action by a member
which is detrimental to the best interests of the corporation.
The board of directors may by a majority authorize expulsion of a member or termination of membership. In the event that any such
termination or expulsion is contemplated, the board of directors shall notify the member, in writing, of the reasons for the proposed
action and of the time and place of the meeting or conference call of the board of directors at which termination or expulsion is to be
considered not less than 15 days prior thereto. At the meeting or during the conference call, the accused members shall be entitled to
respond to the stated reasons and be heard in his/her own defense.
ARTICLE 3
MEETINGS OF MEMBERS
Section 3.1. Annual Meeting.
The annual meeting of the members of the corporation shall be held each year at a time and date to be fixed by the officers of the
corporation during the month of January beginning with the year 1999 for the purpose of transacting such business as may come before the
meeting.
Section 3.2. Place of Meeting.
The Board of Directors may designate any place either within or without the State of Oregon as a place of meeting for the annual
meeting of members or for any special meeting of members called by the Board of Directors.
Section 3.3 Action by Written Ballot.
Any action which may be taken at any annual, regular, or special meeting of members, may be taken without a meeting if the corporation
delivers a written ballot to every member entitled to vote on the matter. A written ballot shall: A.Set forth each proposed action; and B.Provide an opportunity to vote for or against such proposed action.
Approval by written ballot to this section shall be valid only when the number of votes cast by ballot equals or exceeds any quorum
required to be present at a meeting authorizing the action and the number of approvals equals or exceeds the number of votes that would
be required to approve the matter at a meeting at which the total number of votes cast is the same as the number of votes cast by ballot.
All votes by written ballot shall: A.Indicate the number of responses needed to meet the quorum requirements; B.State the percentage of approval necessary to approve each matter other than election of directors; C.Specify a reasonable time by which a ballot must be received by the corporation in order to be counted.
A written ballot once received by the corporation may not be revoked.
Section 3.4. Failure to Hold Annual Meeting.
In the event the annual meeting of the members of this corporation shall not be held as provided, the election of directors and all other
business which might have been transacted at such annual meeting may be transacted at any adjournment of such meeting or at any special
meeting of the members of this corporation called for such purpose. The failure to hold an annual or regular meeting at a time stated
in or fixed in accordance with these Bylaws does not affect the validity of any corporate action.
Section 3.5. Special Meetings.
Special meetings of the members of the corporation, for any purpose or purposes, may be called by the president of the corporation, and
shall be called by the president at the request of 2/3 of the members of the corporation. If 2/3 of the members of the corporation
demand that a meeting be scheduled, and the president fails to schedule the meeting within 30 days after delivery of the written demand
or demands to the corporation, then the person(s) signing the demand or demands may set the time and place of the meeting and give notice
of the meeting consistent with the notice requirements set forth in ORS 65.214.
Section 3.6. Notice of Meeting.
Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the meeting date, at the
direction of the president or other persons calling the meeting, to each member of record entitled to vote at such meeting. If mailed,
such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at the address as it
appears on the membership list of the corporation, with first class postage prepaid.
Section 3.7. Determining Members of Record.
The board of directors may fix a time in the future as a record date for the determination of the members entitled to notice of, and to
vote at, any meeting of the members. The record date so fixed shall not be more than fifty (50) days prior to the date of meeting. When
a record date is so fixed, only members of record on that date are entitled to notice of, and to vote at, the meeting. If the board of
directors does not fix such a record date, members of record on the day three (3) days prior to any meeting of the members are entitled
to vote at the meeting.
Section 3.8. Voting Lists.
The officer or agent having charge of the membership list for the corporation shall make, at least ten (10) days before each meeting of
the members, a complete list of the members entitled to vote at such meeting, or any adjournment of it, arranged in alphabetical order,
with the address of each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office
of the corporation and shall be subject to inspection by any member at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member during the whole time of
the meeting. The original membership list shall be prima facie evidence as to who are the members entitled to examine such list or to
vote at any meeting of members.
Section 3.9. Quorum of Members.
Fifteen percent (15%) of the outstanding members of the corporation entitled to vote, represented in person or by written ballot, shall
constitute a quorum at a meeting of the members of the corporation. If less than fifteen percent (15%) of the members are represented
at a meeting, a majority of the members so represented may adjourn the meeting from time to time without further notice until a quorum
is present or represented. At such adjourned meeting during which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally notified. The members present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.
Section 3.10. Proxies.
At all meetings of members, a member may vote either in person or by proxy.
Section 3.11. Voting of Members.
Each member entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of members. The vote of a
majority of the members present and entitled to vote at any duly organized meeting shall decide any question unless the vote of a greater
number shall be required by law or the Articles of Incorporation.
ARTICLE 4
BOARD OF DIRECTORS
Section 4.1. General Powers.
The business and affairs of the corporation shall be managed by its board of directors. Said board shall have the power and authority to
make rules and regulations for the conduct of their meetings and the management of the corporation as they may deem proper which are not
inconsistent with these Bylaws and the laws of the state of Oregon. The board shall generally have all of the powers necessary for the
transaction of the business of this corporation. It is expressly understood that nothing herein contained shall be deemed to limit or
restrict the general authority vested in the board for the management and control of the corporation.
Section 4.2. Number, Election and Tenure.
The number of directors of the corporation shall be three, and shall be the officers of the corporation. The directors shall be elected
at an annual meeting of the members by a majority vote of the members of the corporation, and shall qualify and organize according to the
term to which they are elected. The terms of office of such director shall begin on 1 January of the year following a special election,
or immediately after election and qualification at an annual meeting. Terms for each director shall be for a period of three years. A
director need not be a resident of the state of Oregon or of the country of the United States of America.
Section 4.3. Regular Meeting.
A regular meeting of the board of directors of this corporation shall be held without notice other than this bylaw immediately after and
at the same place as the annual meeting of the members of the corporation. The board of directors may provide, by resolution, the time
and place, either within or without the state of Oregon, for the holding of additional regular meetings. The resolution shall set forth
the notice of the meetings.
Section 4.4. Special Meetings.
Special meetings of the board of directors may be called by or at the request of two or more directors. The persons authorized to call
special meetings of the board of directors may fix any place or means of voice communication, either within or without the state of
Oregon, for holding a special meeting of the board of directors called by them.
Section 4.5. Telephone Conference Meetings.
Any regular or special meeting of the board may be by means of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other or can communicate to one another in writing, such as by email or fax.
Participation in such a meeting shall constitute presence in person at the meeting.
Section 4.6. Notice of Meeting.
Notice of any special meeting shall be given at least five days prior to such meeting by written notice delivered personally or mailed
to each director at the director's business address, or by telegram. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with first class postage paid. If notice is given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. 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. Neither the
business to be transacted at, nor the purposes of, any regular or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.
Section 4.7. Quorum for Directors.
A majority of the number of directors fixed by Section 4.2 shall constitute a quorum for the transaction of business at any meeting of
the board of directors. If less than a majority is present at a meeting, the director or directors present may adjourn the meeting from
time to time without further notice.
Section 4.8. 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,
except where these Bylaws require greater than a majority of the directors to approve any act.
Section 4.9. Presumption of Assent.
A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken,
shall be presumed to have assented to the action taken, unless the director's dissent shall be entered in the minutes of the meeting, or
unless the director shall file his or her written dissent to such action with the person acting as the secretary of the meeting before
the adjournment thereof, or shall forward such dissent by registered mail to the secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 4.10. Qualifications.
The fact that a person is an officer of the corporation or a member of the corporation shall not disqualify the person from serving as a
director of the corporation.
Section 4.11. Vacancies.
Any vacancy occurring in the board of directors because of death, resignation, removal, disqualification or otherwise may be filled by
the affirmative vote of a majority of the members of the corporation. A director elected to fill a vacancy shall be elected for the
unexpired term of the director's predecessor in office. Any directorship to be filled by reason of an increase in the number of
directors shall be filled by election at an annual meeting or at a special meeting of members called for that purpose unless otherwise
provided in the Articles of Incorporation.
Section 4.12. Resignation of Directors.
Any director of the corporation may resign at any time by giving written notice to the corporation, to the board of directors, or to the
chairman of the board, or to the president, or the secretary of the corporation. Any such resignation shall take effect at the time
specified therein or, if the time be not specified therein, upon its acceptance by the board of directors.
Section 4.13. Removal of Directors.
The members of the corporation, at any meeting called for the purpose, by vote of a majority of the members, may remove from office any
member of the board of directors and elect or appoint the successor. The director may be removed only with cause. Nothing in these
Bylaws shall prohibit the entire board of directors from being removed.
Section 4.14. Action Without Meeting.
Any action which is required or permitted to be taken at a board of directors meeting may be taken without a meeting if one or more
consents in writing describing the action taken is signed by all of the directors entitled to vote on the matter. The consents, which
shall have the effect as a unanimous vote of the directors, shall be filed in the records or minutes of the corporation. The action
taken is effective when the last director signs the consent unless the consent specified an earlier or later effective date.
ARTICLE 5
OFFICERS
Section 5.1. Number and Qualifications.
The officers of the corporation shall consist of the president, secretary-treasurer, and editor, each of whom shall be elected by the
members of the corporation at such time and in such manner as provided in these Bylaws. An officer shall be a member in good standing
of the corporation.
Section 5.2. Election and Term of Office.
The officers shall be elected for a three (3) year term. Each officer shall hold office until that officer’s successor shall have been
elected and shall qualify or until that officer shall resign or shall be removed in a manner hereinafter provided.
Section 5.3. Removal.
Any officer or agent elected or appointed by the members of the corporation may be removed by the members whenever in its judgment the
best interests of the corporation would be served thereby. Election or appointment of an officer or agent shall not of itself create
contract rights.
Section 5.4. Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the members for the
unexpired portion of the term.
Section 5.5. Duties of Officers. A.President. The president shall be the official head of the corporation. The president shall in general supervise all the
business and affairs of the corporation. The president, or an officer appointed by him or her, shall preside at all meetings of the
members and of the board of directors. The president shall see that all orders and resolutions of the board of directors are implemented.
The president shall appoint standing and special committees from the membership of the corporation upon approval of the board of
directors.
B.Secretary-Treasurer. 1. The role of the secretary shall be: (a)To keep the minutes of the meetings of the members and of the board of
directors in one or more books provided for that purpose. (b)To see that all notices are duly given in accordance with the provisions
of these Bylaws or as required by law. (c)To sign and execute, or to delegate to another officer the signing and
execution of, deeds, bonds, contracts and other obligations or instruments in the name of the corporation. (d)To authenticate records of the corporation. (e)To maintain an accurate list of current members, including their mailing
addresses and membership status; and to keep copies of membership records for the previous five years. (f)To file copies of corporation records with the registered office, and to
maintain files of all correspondence affecting the status of the corporation, all financial transactions, past members of the society,
and publications of the society for permanent archiving at a repository selected by the board of directors. 2. The role of the treasurer shall be: (a)To have the care and custody of and be responsible for all funds and
investments of the corporation and to cause to be kept regular books or electronic records of accounts. (b)To cause to be deposited all funds and other valuable effects in the
name of the corporation in such depositories as may be approved by the board of directors. (c)To cause all bills submitted to the secretary-treasurer to be paid
promptly.
C.Editor. The editor shall be responsible for carrying out the publications program of the corporation in accordance with the publication policy
as established by the board of directors.
D.Subordinate Offices. The board of directors may from time to time create such subordinate offices and employ such subordinate officers or agents as it may
deem expedient and may define their powers and duties, provided such powers and duties do not constitute a delegation of such authority
as is given to the board of directors by law, which shall be exercised and performed exclusively by them.
Individuals appointed to fill the positions of subordinate offices shall not be directors of the corporation.
Section 5.7. Removal of Officers.
The members, at any meeting called for the purpose, by vote of a majority of the members, may remove any officer from office and elect
or appoint the successor. The officer may be removed only with cause.
Section 5.8. Resignation of Officers.
Any officer of the corporation may resign at any time by giving written notice to the corporation, to the board of directors, or to the
chairman of the board, or to the president, or the secretary of the corporation. Any such resignation shall take effect at the time
specified therein or, if the time be not specified therein, upon its acceptance by the board of directors.
ARTICLE 6
COMMITTEES
Section 6.1. Standing Committees and Appointment.
Standing Committees of the corporation shall be a Finance Committee, a Nominations and Elections Committee, a Publications Committee and
an Editorial Advisory Committee.
The committees and their chairmen shall be appointed by the president upon approval by the board of directors.
Section 6.2. Finance Committee.
The Finance Committee shall review and approve the annual financial report of the secretary-treasurer, auditing appropriate records if
necessary; and shall annually recommend the budget for the corporation for the upcoming year.
Section 6.3. The Nominations and Elections Committee.
The Nominations and Elections Committee shall offer a slate for each elective office. Voting members may make nominations to the
committee provided they are supported by three (3) voting members and are received by 15 June of the election year. The final slate and
ballot shall be sent to the voting membership on or about 1 August. The ballots shall be marked with the date by which they must be
returned to be valid, with a recommended date of 15 September so that results of the election can be disseminated to the membership prior
to the start of a new calendar year.
Section 6.4 Publications Committee.
The Publications Committee shall review and make recommendations on publication policies and programs.
Section 6.5. Editorial Advisory Committee.
The Editorial Advisory Committee shall assist the editor in reviewing the manuscripts which have been submitted.
ARTICLE 7
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 7.1. Contracts.
The board of directors may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority may be in general or confined to specific instances.
Section 7.2. Loans to Corporation.
No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the board of directors. Such authority may be general or confined to specific instances.
Section 7.3. Checks, Drafts. Etc..
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the
corporation, shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall from time to
time be determined by resolution of the board of directors.
Section 7.4. Deposits.
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks,
trust companies, or other depositories as the board of directors may select.
ARTICLE 8
FISCAL YEAR
The fiscal year of this corporation shall commence on 1 January and end on 31 December.
ARTICLE 9
CORPORATE RECORDS - INSPECTION
Section 9.1. Maintenance of Records.
The corporation shall maintain adequate and correct books, records and accounts of its business and properties. Except as otherwise
provided by law, all of these books, records and accounts shall be kept at its principal office.
Section 9.2. Inspection of Books and Records.
A member of the corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the
corporation, all books, records and accounts of the corporation if the member gives the corporation written notice of the member's
demand at least five (5) business days before the date on which the member wishes to inspect and copy. The member may inspect and copy
such records only if the member's demand is made in good faith and for a proper purpose, the member describes with reasonable
particularity the member's purpose and the records the member desires to inspect, and the records are directly connected with the
member's purpose.
Section 9.3. Inspection of Bylaws and Articles of Incorporation.
A member of the corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, the
Articles of Incorporation and all amendments or restatements, the bylaws and all amendments or restatements, and any resolution adopted
by the board of directors, if the member gives the corporation written notice of the member's demand at least five (5) business days
before the date on which the member wishes to inspect and copy. The corporation may impose a reasonable charge covering the costs of
labor and materials for copies of any documents provided to the member. Such charge may not exceed the estimated costs of production or
reproduction of the records.
ARTICLE 10
WAIVER OF NOTICE
Whenever any notice is required to be given to any member or director of the corporation under the provisions of these Bylaws, under the
provisions of the Articles of Incorporation, or under the provisions of the Oregon Non-Profit Corporation Act, a waiver of the notice in
writing, signed by the person or persons entitled to the notice, whether before or after the time stated in the notice, shall be deemed
equivalent to the giving of the notice.
ARTICLE 11
LIMITATION OF LIABILITY OF QUALIFIED DIRECTORS
A qualified director has the meaning given to that term by ORS 65.369 et seq. The civil liability of a qualified director for the
performance or nonperformance of the director's duties shall be limited to gross negligence or intentional misconduct.
ARTICLE 12
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The corporation shall indemnify to the fullest extent permitted by the Oregon Non-Profit Corporation Act any person who has been made,
or is threatened to be made, a party to an action, suit, or proceeding, whether civil, criminal, administrative, investigative, or
otherwise (including an action, suit, or proceeding by or in the right of the corporation) by reason of the fact that the person is or
was a director or officer of the corporation, or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974
with respect to any employee benefit plan of the corporation. The right to and the amount of indemnification shall be determined in
accordance with the provisions of the Oregon Non-Profit Corporation Act in effect at the time of the determination.
The amount paid to any officer or director by way of indemnification shall not exceed that officer's or director's actual, reasonable,
and necessary expenses incurred in connection with the matter involved and such additional amount that may be fixed by the board of
directors.
The right of indemnification herein above provided for shall not be exclusive of any rights to which any director or officer of the
corporation may otherwise be entitled by law.
ARTICLE 13
INTERESTED PARTIES
Section 13.1. Director Conflict of Interest.
A director of the corporation shall not be disqualified by the director's office from contracting with the corporation as vendor,
purchaser or otherwise; nor shall any contract or arrangement entered into by or on behalf of the corporation in which any director is
in any way interested be avoided on that account, provided that such contract or arrangement shall have been approved or ratified by a
majority of the board of directors without counting in such majority the director so interested, although such director may be counted
toward a quorum, or shall have been approved or ratified by the affirmative action of a majority of the members of the corporation, and
the interest shall have been disclosed or known to the approving or ratifying directors or members.
Section 13.2. Loans to or Guaranties for Directors or Officers.
The corporation shall not make a loan, guaranty an obligation, or modify a preexisting loan or guaranty to or for the benefit of a
director or officer of the corporation except as provided for in ORS 65.364.
ARTICLE 14
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws adopted by the members by a majority vote of the members at any regular
or special meeting or by mail ballot with notification provided no later than thirty (30) days prior to the mailing of the ballot,
subject to repeal or change by action of the members. The board of directors may not amend the Bylaws.
ARTICLE 15
COUNTERPARTS
These Bylaws and any minutes or agreements on behalf of the Corporation may be executed in any number of counterparts, each of which
shall be deemed as an original and all of which shall constitute one and the same instrument.
EFFECTIVE this 6th day of July, 1998, as certified by the board of directors.
