BYLAWS RAINDROPS TO REFUGE
Approved May 14, 2008

ARTICLE I: GENERALLY

Section 1.1 – Name: The name of this nonprofit corporation is Raindrops to Refuge, hereinafter referred to as “R2R”.

Section 1.2 – Purpose: This organization shall be organized and operated exclusively for charitable, scientific, literary, and educational purposes. R2R’s Mission is to inspire, educate, and facilitate sustainable community actions to assess, restore, and preserve the watershed health of Chicken Creek, Cedar Creek, and Rock Creek. To accomplish its purpose and mission, R2R applies the expertise and time of its volunteers and also acts as a clearing house of resources from regional sources to the Sherwood Watersheds.

Section 1.3- Limitation/Methods: Subject to the limitations stated in the Articles of Incorporation, the purposes of the corporation shall be to engage in any lawful activities, none of which are for profit, for which corporations may be organized under Chapter 65 of the Oregon Revised Statutes and Section 501(c)(3) of the Internal Revenue Code of 1954 or their corresponding future statues.

ARTICLE II: MEMBERSHIP

This corporation shall have no members.

ARTICLE III: BOARD OF DIRECTORS

Section 3.1 – Duties/Roles:

• The affairs of the corporation shall be managed by the Board of Directors, hereafter referred to as the Board.
• The Board has the authority to hire and fire the Director, sign checks and other organization documents such as grant requests and support letters. The Board annually reviews the Director’s performance and issues instructions reinforcing current actions and/or directing corrective actions to ensure achievement of R2R objectives and adherence to the job description. The Board also reviews its own performance annually.
• The Board will approve the selection of vendors and service providers, financial services, information systems, publicity, payroll, banking, etc.
• Any action required by law to be taken at a meeting of the Board, or any action which may be taken at a Board meeting, may be taken without a meeting if a consent in writing, setting forth the action to be taken or so taken, shall be signed by all the Board members. Emailed votes shall be considered signed.
• Board Officers are elected by the Board at the last regularly scheduled meeting of the year for the following year’s term. Terms are 1 year, renewable as long as the Board member is within term limits. Officers shall be nominated and elected by the Board as vacancies arise and nominees become available. The Board receives advice on nominees from the committees and the Executive Director.

Section 3.2 – Board President: The Board shall select a President. The Board President is the elected, local volunteer leader of the R2R Board. The Board President is responsible for leading the Board to fulfill its stated duties. The Board President assists the Director in developing Board Meeting agendas and ensures complete documentation of minutes, actions, and decisions. The Board President is responsible for achieving full participation of members, enforcing board meeting procedures, and signing official documents (such as grants and memoranda of understanding) on behalf of R2R. The President, along with the Director, will act as spokespersons for R2R.

Section 3.3 – Board Vice President: In the absence or disability of the President, the President’s duties and powers shall be performed and exercised by the Vice President. It is expected that the Vice President of R2R will become the next President.

Section 3.4 – Board Secretary: The Secretary is the chief record keeper of R2R Board Meetings. The Secretary will record all decisions made during board meetings. Approved board meeting minutes will be stored in the R2R Director’s office.

Section 3.5 - Board Treasurer: The Treasurer is the chief overseer of finance for R2R. The treasurer ensures adequate bookkeeping and accounting systems and controls, supervises the bookkeeping, and brings to the Board for review, monthly statements and reports that communicate the organization’s financial status. The Treasurer interprets these financial statements for the board and committees, conducts a simple audit of the bookkeeping once a year, and coordinates with the Director on the annual external review.

Section 3.6 – Number of Board: The number of board members shall be a minimum of six, maximum of 10. The exact number of the board shall be fixed from time to time by board resolution.

Section 3.7 – Terms: The term for board members shall be three years. A Board member may be re-elected one time. A board member may return to the board after 1 year of being off the board.

Section 3.8 – Removal: Any board member may be removed, with or without cause, at the will of the Board at a meeting called for that purpose, by a vote of 2/3 of the Board.

Section 3.9 – Vacancies: Vacancies of the Board will be filled by a majority vote of the board and will come from the R2R committees and/or elsewhere in the community.

Section 3.10- Quorum and Action: A quorum at a board meeting shall be a majority of the Board present at the meeting but not less than 4. If a quorum is present, action is taken by the affirmative vote of a majority of members present. Where the law requires the affirmative vote of a majority of members to amend the Articles of Incorporation, to sell assets not in the regular course of business, to merge, or to dissolve, such action is to be taken by that majority as required by law.

Section 3.11 – Meetings: Regular and special meetings of the Board shall be determined by the President working with the R2R Director. Notice of such meetings, describing the date, time, place, and purpose of the meeting shall be delivered to each Board and Advisory member personally, by phone, by mail, or by e-mail. The Board intends to meet monthly. Any regular or special meeting of the board may be held by telephone or email as long as all board members may hear each other and/or simultaneously read each other’s communication prior to a board decision.

Section 3.12 – No Salary: The Board shall not receive any salaries for their services.

Section 3.13 – Indemnification: This corporation will indemnify the members of the Board to the fullest extent of the law.

ARTICLE IV: COMMITTEES

The following Committees will be considered Standing Committees. Ad Hoc Committees will be formed on an as needed basis.

Section 4.1 – Executive Committee: The Executive Committee shall be made solely of the Officers of the Board (President, Vice President, Secretary, and Treasurer). The role of the Executive Committee shall be to meet on an as needed basis to handle employee related matters, and make recommendations to the full board on said matters.

Section 4.3 – Fundraising Committee: The Fundraising Committee shall be made of Board members and volunteers from the community. The role of the Fundraising Committee shall be to prepare a fundraising plan for the fiscal year, assign jobs to carry out the plan, and report to the Board on the progress of those plans.

Section 4.4 – Limitations on the powers of individuals, committees and task teams: No committee or individual may authorize payment of a dividend or any part of the income or profit of the corporation to its Board; may approve dissolution, merger, or the sale, pledge, or transfer of the corporation’s assets; may elect, appoint, or remove Board or fill vacancies; nor may adopt, amend, or repeal the Articles, bylaws, or any resolution. No committee shall commit R2R resources in cash or in kind without board approval.