ALASKA DUCKS CHAPTER CHARTER AND CHAPTER COMMITTEE BYLAWS CHAPTER CHARTER

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1 ALASKA DUCKS CHAPTER CHARTER AND CHAPTER COMMITTEE BYLAWS Article I: NAME CHAPTER CHARTER The name of this organization shall be the Alaska Ducks (Chapter), a chartered alumni group of the University of Oregon Alumni Association (UOAA), a nonprofit 501(c)(3) corporation. Article II: PURPOSE The purpose of this group shall be to join local University of Oregon alumni together in organized efforts to benefit the members of the group and the University of Oregon in accordance with the provisions stated in the University of Oregon Alumni Chapter Resource Manual. Article III: ESTABLISHMENT This Chapter is established and structured in accordance with the provisions stated in the University of Oregon Alumni Chapter Manual. Chartered status must be approved by UOAA staff for a one-year provisional period followed by the successful completion of specific requirements as outlined in the University of Oregon Alumni Chapter Resource Manual during the provisional period. Article IV: PARTICIPATION This Chapter will allow participation to all University of Oregon alumni; current and former University of Oregon students; alumni family members; current and former University of Oregon faculty and employees; and, friends of the University of Oregon. Chapter members are encouraged to attend Chapter meetings and participate in Chapter sponsored events. All participants are encouraged to become dues paying members of the UOAA. Article V: COORDINATION The Chapter shall be coordinated by a Chapter Committee consisting of local and regional Alaska residents who are active members of the UOAA. Article VI: MEETINGS Section I Chapter Meetings Chapter meetings will be held on a quarterly basis, with one quarterly meeting serving as the Annual Meeting. The Chapter Committee shall approve a meeting schedule at the last quarterly meeting of the calendar year for the following calendar year. Alaska Ducks Charter and Bylaws FINAL 1

2 Section II Annual Meeting An annual meeting shall be held in the last quarter of the calendar year, the time and place to be determined by the Chapter Committee. Election of Committee members and Committee officers shall be conducted at the Annual Meeting. Section III Special Meetings Special Meetings of the Chapter Committee may be called by or at the request of the Chapter President or any two Committee Members with at least 48 hours notice. CHAPTER COMMITTEE BYLAWS Article I: CHAPTER COMMITTEE Section I Establishment A Committee is established to conduct the business and coordinate the activities of the Alaska Ducks Chapter, and to serve as a liaison between the UOAA and Chapter membership. Section II Eligibility A Person considered for service to the Chapter Committee must be an Alaska resident, at least 18 years of age, and an active member in good standing of the UOAA. Persons serving as Committee members who have a lapsed UOAA membership have until the Annual Meeting to renew his/her UOAA membership or risk being ineligible to serve as a member of the Chapter Committee. Section III Number and Tenure The number of Committee Members shall never be less than five, and shall be up to eleven. Each Committee Member shall hold office for a three year term and until his/her successor shall have been elected and qualified. Committee members in good standing are eligible for reelection. All terms initiate at the conclusion of the election at the Annual Meeting. Section IV Vacancies Vacancies of the Committee may be filled by the Chapter President if the vacancy occurs at least one meeting prior to the Annual Meeting. The appointment shall be considered temporary until the next Annual Meeting at which time that Member slot shall be open for election by eligible and nominated candidates. Section V Nominations At least 30 days prior to the Annual Meeting, the Chapter President shall accept from any Committee member nominations for the Committee. Alaska Ducks Charter and Bylaws FINAL 2

3 Section VI Elections At the Annual Meeting of the Chapter, an election will be conducted by the affirmative vote of the majority of the Committee members present and voting. The newly elected members will assume their duties immediately. Section VII Removal Any Committee Member or Officer elected or appointed by the Chapter Committee may be removed for no cause stated by the Chapter Committee by majority vote whenever in its judgment the best interests of the Chapter would be served thereby, but such removal shall be without prejudice to the contract rights, if any of the member or officer removed. Election or appointment of a member or officer does not of itself create contract rights. Section VIII Quorum 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. Section IX Compensation Persons serving as Committee members or officers are considered volunteers. Committee members and officers as such shall not receive any stated salaries or other compensation for their services, but by resolution of the Chapter Committee, nothing herein contained shall be construed to preclude any Committee member or officer from serving the Chapter in any other capacity and receiving compensation thereof. Article II: OFFICERS Section I Officers The Officers of the Chapter Committee shall be a President, Vice President, Secretary, Treasurer, and such other officers as may be elected in accordance with the provisions of the Bylaws. The Chapter Committee may elect or appoint such other officers, as it shall deem desirable, to have the authority and perform the duties prescribed, from time to time, by the Chapter Committee. Any two or more offices may be held by the same person, except the offices of President, Vice President, and Treasurer. Section II Election and Term of Office The officers of the Chapter Committee shall be elected for a one-year term by the Chapter Committee at the Annual Meeting. The Chapter President may appoint a current Committee member to a vacant Officer position prior to the Annual Meeting to serve as an Officer until the election of Officers at the Annual Meeting. In the event that the office of the Chapter President is vacant Prior to the Annual Meeting, the Vice President Shall serve as Chapter President until the Annual Alaska Ducks Charter and Bylaws FINAL 3

4 Meeting. The Acting President may appoint an acting Vice-President to serve until the Annual Meeting. All officers are eligible for reelection as officers at the Annual Meeting. No person may be elected to the same office more than three consecutive times. Section III Chapter President The Chapter President shall, in general, supervise the business and affairs of the Committee; shall preside at all meetings of the Committee; may sign, with the Secretary or any other proper officer of the Committee, agreements or other instruments which the Committee has authorized to be executed; and, in general, shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Committee from time to time. Section IV Chapter Vice President The Chapter Vice President shall act in place of the President if the latter is unable to perform his/her duties, is absent, or recused from the discussion of vote. The Vice President shall assist the President in any way necessary to fulfill the obligations of the office of President. The Vice President shall perform such other functions as may be explicitly provided in the Bylaws. Section V Chapter Secretary The Chapter Secretary shall keep or cause to be kept the minutes of the meetings of the Committee and sub-committees having any of the authority of the Committee in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws; be the custodian of the records of the Chapter, Committee, and sub-committees; and in general perform all the duties as from time to time that may be assigned by the Chapter President. Section VI Chapter Treasurer The Chapter Treasurer shall have charge and custody of and be responsible for all funds and securities of the Chapter and Committee; receive and give receipts for moneys due and payable to the Chapter from any source whatsoever; deposit all such moneys in the name of the Chapter in such banks, trust companies or other depositories as shall be selected by the Chapter Committee; and in general perform all the duties incident to the office of Treasurer and other such duties as from time to time may be assigned by the Chapter President. Article III: SUB-COMMITTEES Section I Sub-Committees of the Chapter Committee The Chapter Committee may designate one or more sub-committees. No such sub-committee shall have the authority of the Chapter Committee in reference to amending, altering, or repealing the Bylaws; electing, appointing, or removing any member of any such committee or any Member or Officer of the Chapter; adopting a plan for the distribution of assets of the Chapter; amending, altering, Alaska Ducks Charter and Bylaws FINAL 4

5 or repealing any resolution of the Chapter Committee, or any other action that would be considered the authority and responsibility of the Chapter Committee. The Chapter Committee shall establish the membership and duties of each subcommittee except the Executive Committee. Section II Executive Committee The Chapter Committee shall have an Executive Committee. The Executive Committee will consist of the Chapter President, who will be its chair, and all officers of the Chapter Committee. The Executive Committee will have the powers of the Chapter Committee when the Chapter Committee is not in session except those powers specifically reserved for the Chapter Committee. Article IV: ACCOUNTS, BOOKS, AND RECORDS The Chapter Committee is required to keep records related to events, event attendance, committee member participation, and all related financial transactions. The Committee may establish an account with a local bank or depository to manage deposits and payables associated with Committee activities. The Committee is required to complete a financial summary statement provided by the UOAA in June of each year. Article V: INDEMNIFICATION If any officer or director is made a party to a proceeding because the individual is or was an officer or director of the UOAA and/or an official UOAA sanctioned chapter, the UOAA shall indemnify such party against liability incurred in the proceeding if: the conduct of the individual was in good faith; the individual reasonably believed that the individual s conduct was in the best interest of the UOAA or at least not opposed to its best interest; and in the case of any criminal proceeding, the individual had no reasonable cause to believe the conduct of the individual was unlawful. Such indemnification shall include reasonable expenses incurred in the defense of such a proceeding. It is the intent of this section to provide indemnification to the maximum extent permitted by the Oregon Nonprofit Corporation Act, to indemnify each officer and director against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that such person is or was an officer or director of the UOAA and/or am official UOAA sanctioned chapter. Article VI: AMENDMENTS TO BYLAWS These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the Chapter Committee present at any regular meeting or at any special meeting, if at least 48 hours written notice is given of attention to alter, amend or repeal or to adopt ne Bylaws at such meeting. Article VI: SEVERABILITY Alaska Ducks Charter and Bylaws FINAL 5

6 A determination that any provision of these bylaws is for any reason inapplicable, invalid, illegal or otherwise ineffective will not affect or invalidate any other provision of these Bylaws. Article VII: Dissolution Section I: Chapter Dissolution Upon the dissolution of the Chapter, the Chapter shall close its accounts and distribute its assets to the UOAA to advance the cause of the UOAA. Section II: Association Dissolution In the event of the dissolution of the UOAA, the UOAA Board shall, after paying or making provision for all of the liabilities of the UOAA, dispose of all the assets of the UOAA exclusively for the purpose of the UOAA, or to such organization or organizations organized and operated exclusively to advance the cause of the University of Oregon and higher education through alumni involvement as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law) subject to approval of a court of general jurisdiction of the state of Oregon. Any such assets not so disposed of shall be disposed of to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law). The Undersigned Secretary of the Alaska Ducks does hereby certify that the above and foregoing Bylaws were duly approved by the Chapter Committee on the 17 th day of November, Secretary Date Alaska Ducks Charter and Bylaws FINAL 6