BYLAWS AND CONFLICT OF INTEREST POLICY OF OREGONROCKETRY A NOT-FOR-PROFIT CORPORATION
REVISION HISTORY
- May 2023 per election results
Article XIII (new): adopted a Conflict of Interest Policy
- January 2022 per election results
Article VI: changed director positions to seven, from six
Article VII: added Equipment Manager position, revised Promotions Director position
- January 2021 per election results
Article X: added provision for online voting
- January 2013 per election results
Article V: changed to eliminate monthly meeting requirement of the board of directors
Article V: added delay provision in cases where the meeting venue is unavailable
Article V: expands the member notice and board voting procedures to include e-mail
Article VII: changed so that the President is not required to be physically present at every meeting
Article X: eliminates the requirement that the ballots be opened at the annual meeting
Article XI: changed to allow NAR or TRA sanction of any launch at the board’s discretion
Articles I, II, V, VII, X & XI: miscellaneous grammatical changes
- January 2010 per election results
Article VI: changed director positions to six, from five
Article VII: added Promotions Director position
Article XI: added sanction primary insurance coverage
ARTICLE I: ORGANIZATION
The name of the organization shall be OregonRocketry.
ARTICLE II: PURPOSES
The purpose of OregonRocketry is to promote the advancement of model, sport and amateur rocketry; to provide educational services relating to rocketry and aerospace sciences; and to provide a forum for the exchange of information among members, rocketry enthusiasts, and the general public.
ARTICLE III: MEMBERS
The Corporation shall have members. Membership shall be open to the public. Initial membership classes shall be as follows:
1) Individual memberships. Individual members shall have one vote and all range fees waived.
2) Family memberships. A family is defined as one adult, or two cohabiting adults, and dependent children. For voting purposes, a family membership shall constitute one vote. Range fees are waived for all family members.
The Board of Directors shall have the authority to modify the membership classes.
ARTICLE IV: DUES
Dues shall be annual, based on the calendar year. The Board of Directors shall determine the dues for all membership classes.
ARTICLE V: MEETINGS
Regular meetings of Oregon Rocketry will be on the first Thursday of every month, except if such day is a legal holiday, then and in that event, the Board of Directors shall fix the day but it shall not be more than two weeks from the date stated above in this section. If these conditions cannot be met the meeting shall be cancelled. The regular meetings are open to the public.
The annual meeting shall be held on the first Thursday of January, except if such day is a legal holiday, then and in that event, the Board of Directors shall fix the day but it shall not be more than two weeks from the date stated above. If circumstances such as weather or venue unavailability prevent meeting these conditions, the annual meeting shall be held on the first Thursday of the next regularly scheduled meeting.
Whenever possible the business of the corporation shall be done at regularly scheduled meetings. Meetings of the Board of Directors shall be held as required and the results thereof shall be announced at the next available club meeting and printed in the minutes thereto. The Board of Directors may call for special meetings, if needed.
The Board of Directors may approve issues via email when necessary outside of normal club business meetings. The club members email list shall be used for such approvals so that all members can see the results of such actions.
Notice of the annual meeting and of any special meetings shall be provided to any person entitled to vote by mail or e-mail at least 10 business days prior to such meeting, unless such notice is waived by the person entitled thereto.
ARTICLE VI: BOARD OF DIRECTORS
The business of this organization shall be managed by a Board of Directors consisting of seven members, who are also the officers of this organization. At least one of the directors elected shall be a resident of the State of Oregon and a citizen of the United States.
The directors/officers to be chosen for the ensuing year shall be chosen at the annual meeting of this organization and they shall serve for a term of one year.
The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairman after due notice to all the directors and members of such meeting.
A majority of the members of the Board of Directors shall constitute a quorum.
Each director shall have one vote and such voting may not be done by proxy.
The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.
Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the year.
The President of the organization by virtue of his office shall be Chairman of the Board of Directors.
A director/officer may be removed when sufficient cause exists for such removal. A recall referendum shall be called by a vote of two-thirds of the Board of Directors, or a petition submitted by no less than one-third of the total membership. A vote of two-thirds of the membership will be required for recall.
ARTICLE VII: OFFICERS
The officers of the organization shall be as follows:
President: The President shall preside at all meetings. In the event that the President is not able to attend a meeting, a member of the Oregonrocketry BOD designated by the President shall preside. The President shall by virtue of office be Chairman of the Board of Directors. The President shall present, either in writing or in person, an annual report of the work of the organization to the attendees of the annual meeting. The President shall see all books, reports and certificates required by law are properly kept or filed. The President shall be one of the officers who may sign the checks or drafts of the organization. The President shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.
Secretary: The Secretary shall keep the minutes and records of the organization in appropriate books. It shall be the duty of the Secretary to file any certificate required by any statute, federal or state. The Secretary shall give and serve all notices to members of this organization. The Secretary shall be the official custodian of the records of this organization. The Secretary shall be one of the officers who may sign the checks and drafts of the organization. The Secretary shall submit to the Board of Directors any communications which shall be addressed to the Secretary of the organization. The Secretary shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary.
Treasurer: The Treasurer shall have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization. The Treasurer shall cause to be deposited in a regular bank, credit union or trust company all funds of the organization except those needed for small cash transactions or that the Board of Directors may cause to be invested in such investments as shall be legal for a non-profit corporation in this state. The Treasurer must be one of two officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it. The Treasurer shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting. The Treasurer shall exercise all duties incident to the office of Treasurer.
Launch Director: The Launch Director shall have responsibility for securing all necessary permits, waivers and notifications for Oregonrocketry launches. This shall include FAA waivers/notification and landowner permission. The Launch Director, in cooperation with the Range Safety Officer Coordinator, shall have final say in all launch activities.
Range Safety Officer Coordinator: The Range Safety Officer Coordinator (RSOC) shall be the senior safety officer at all Oregonrocketry activities. The RSOC will be responsible for compliance with regulations and policies of the National Association of Rocketry, Tripoli Rocketry Association and the National Fire Protection Association. The RSOC shall ensure staffing of safety and launch control positions at Oregonrocketry launches and develop a pool of qualified Launch Control Officers and Range Safety Officers for those positions. The RSOC, in cooperation with the Launch Director, shall have final say in all launch activities.
Promotions Director: The Promotions Director shall be responsible for public relations and the promotion of the organization and its activities. The Promotions Director shall execute these responsibilities through the use of student and community outreach activities, the production and distribution of promotional information, press releases, and other efforts as deemed acceptable by the Board of Directors. The Promotions Director shall be responsible for the production and distribution of launch schedules, website maintenance, and creating and maintaining an official organizational presence in social and digital media. The Promotions Director shall exercise all duties incident to the office of the Promotional Director.
Equipment Manager: The Equipment Manager shall have responsibility for the inventory and maintenance of all organizational equipment. The equipment Manager shall maintain a written inventory of club equipment and track the whereabouts of all equipment. The Equipment Manager shall see to it that regular maintenance is scheduled and conducted on club equipment at regular intervals, at a minimum of once annually. The Equipment Manager shall present either in person or in writing, an annual report of the condition of club equipment to the attendees of the annual meeting. The Equipment Manager shall advise the Board of Directors as to when equipment should be replaced and shall oversee the purchase of new club equipment. The Equipment Manager shall be one of the officers who may sign the checks and drafts of the organization. The Equipment Manager shall exercise all duties incident to the office of the Equipment Manager.
ARTICLE VIII: COMPENSATION
The Board of Directors and officers shall serve without compensation.
ARTICLE IX: COMMITTEES
The Board of Directors shall appoint all committees of this organization. The term of office for such committees shall be determined by the Board of Directors.
ARTICLE X: ELECTIONS
Elections for the Board of Directors shall occur by mail. Ballots shall be mailed to the membership no less than 30 days prior to the annual meeting. Ballots must be returned in signed and sealed envelopes to the corporation’s registered agent by U.S. Postal Service, or delivered in person at the annual meeting. Counting of the ballots shall occur at the beginning of the annual meeting.
As an alternative to paper ballots, secure electronic online elections may be used at the discretion of the Board of Directors. Online electronic services or software must be demonstrated to be secure, and to allow members to vote only once for directors or changes to bylaws. At least one week notice must be given that electronic voting will be used, and at least one week allowed for electronic ballots to be submitted. Paper ballots must be available for those without access to online services.
ARTICLE XI: NATIONAL AFFILIATIONS
Oregonrocketry is affiliated with the National Association of Rocketry as Oregonrocketry Enthusiasts Organization (OREO) Section 555 and with Tripoli Rocketry Association as Tripoli Portland 049. The President of OREO and the Prefect of Tripoli Portland are considered permanent advisors to the Board of Directors. Membership in a national organization is not necessary for Oregonrocketry membership. Members of the Board of Directors may also serve as OREO President or Tripoli Portland Prefect. Launch days at any Oregonrocketry launch must be sanctioned by either Tripoli Rocketry Association or the National Association of Rocketry at the discretion of the Board of Directors.
ARTICLE XII: AMENDMENTS
Amendments to these Bylaws may be proposed by a majority of the Board of Directors or by a petition of one-third of the total membership. The date of elections for amendments to these bylaws shall be determined by the Board of Directors. Elections for amendments to these bylaws shall be held in the same manner as elections for the Board of Directors. Amendments shall be approved by an affirmative vote of not less than two-thirds of the current membership of the organization.
ARTICLE XIII: CONFLICT OF INTEREST POLICY
The bylaws are hereby amended to add a Conflict of Interest Policy to the bylaws as of June 1, 2023.
Ratified: January 3, 2002
Amended: January 2010
Amended: January 2013
Amended: January 2021
Amended: January 2022
Amended: June 2023
CONFLICT OF INTEREST POLICY OF OREGONROCKETRY
(An Oregon Nonprofit Corporation)
Effective June 1, 2023
Article 1
Purpose
The purpose of the conflict of interest policy is to protect the interest of OregonRocketry, an
Oregon nonprofit corporation (“Nonprofit”), when it is contemplating entering into a
transaction or arrangement that might benefit the private interest of an officer or director of
the Nonprofit or might result in a possible excess benefit transaction. This policy is intended to
supplement but not replace any applicable state and federal laws governing conflict of interest
applicable to nonprofit and charitable organizations.
Article 2
Definitions
1. Interested Person. Any director, principal officer, or member of a committee with governing
board delegated powers, who has a direct or indirect financial interest, as defined below, is an
interested person.
If a person is an interested person with respect to any entity of which the organization is a part,
he or she is an interested person with respect to all entities.
2. Financial Interest. A person has a financial interest if the person has, directly or indirectly,
through business, investment, or family:
(a) An ownership or investment interest in any entity with which the Nonprofit has a
transaction or arrangement;
(b) A compensation arrangement with the Nonprofit or with any entity or individual
with which the Nonprofit has a transaction or arrangement; or
(c) A potential ownership or investment interest in, or compensation arrangement with,
any entity or individual with which the Nonprofit is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not
insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article 3, Section 2, a person
who has a financial interest may have a conflict of interest only if the appropriate governing
board or committee decides that a conflict of interest exists.
Article 3
Procedures
1. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested
person must disclose the existence of the financial interest and be given the opportunity to
disclose all material facts to the directors and members of committees with governing board
delegated powers considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest
and all material facts, and after any discussion with the interested person, he/she shall leave
the governing board or committee meeting while the determination of a conflict of interest is
discussed and voted upon. The remaining board or committee members shall decide if a
conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest.
(a) An interested person may make a presentation at the governing board or committee
meeting, but after the presentation, he/she shall leave the meeting during the discussion of,
and the vote on, the transaction or arrangement involving the possible conflict of interest.
(b) The chairperson of the governing board or committee shall, if appropriate, appoint a
disinterested person or committee to investigate alternatives to the proposed transaction or
arrangement.
(c) After exercising due diligence, the governing board or committee shall determine
whether the Nonprofit can obtain with reasonable efforts a more advantageous transaction or
arrangement from a person or entity that would not give rise to a conflict of interest.
(d) If a more advantageous transaction or arrangement is not reasonably possible under
circumstances not producing a conflict of interest, the governing board or committee shall
determine by a majority vote of the disinterested directors whether the transaction or
arrangement is in the Nonprofit’s best interest, for its own benefit, and whether it is fair and
reasonable. In conformity with the above determination it shall make its decision as to whether
to enter into the transaction or arrangement.
4. Violations of the Conflicts of Interest Policy.
(a) If the governing board or committee has reasonable cause to believe a member has
failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis
for such belief and afford the member an opportunity to explain the alleged failure to disclose.
(b) If, after hearing the member’s response and after making further investigation as
warranted by the circumstances, the governing board or committee determines the member
has failed to disclose an actual or possible conflict of interest, it shall take appropriate
disciplinary and corrective action.
Article 4
Records of Proceedings
The minutes of the governing board and all committees with board-delegated powers shall
contain:
1. The names of the persons who disclosed or otherwise were found to have a financial interest
in connection with an actual or possible conflict of interest, the nature of the financial interest,
any action taken to determine whether a conflict of interest was present, and the governing
board’s or committee’s decision as to whether a conflict of interest in fact existed.
2. The names of the persons who were present for discussions and votes relating to the
transaction or arrangement, the content of the discussion, including any alternatives to the
proposed transaction or arrangement, and a record of any votes taken in connection with the
proceedings.
Article 5
Compensation
1. A voting member of the governing board who receives compensation, directly or indirectly,
from the Nonprofit for services is precluded from voting on matters pertaining to that
member’s compensation.
2. A voting member of any committee whose jurisdiction includes compensation matters and
who receives compensation, directly or indirectly, from the Nonprofit for services is precluded
from voting on matters pertaining to that member’s compensation.
3. No voting member of the governing board or any committee whose jurisdiction includes
compensation matters and who receives compensation, directly or indirectly, from the
Nonprofit, either individually or collectively, is prohibited from providing information to any
committee regarding compensation.
Article 6
Annual Statements
Each director, principal officer and member of a committee with governing board-delegated
powers shall annually sign a statement that affirms such person:
1. Has received a copy of the conflicts of interest policy;
2. Has read and understands the policy;
3. Has agreed to comply with the policy; and
4. Understands the Nonprofit is charitable and in order to maintain its federal tax exemption it
must engage primarily in activities that accomplish one or more of its tax-exempt purposes.
Article 7
Periodic Reviews
To ensure the Nonprofit operates in a manner consistent with charitable purposes and does not
engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be
conducted. The periodic reviews shall, at a minimum, include the following subjects:
1. Whether compensation arrangements and benefits are reasonable, based on competent
survey information, and the result of arm’s length bargaining.
2. Whether partnerships, joint ventures, and arrangements with management organizations
conform to the Nonprofit’s written policies, are properly recorded, reflect reasonable
investment or payments for goods and services, further charitable purposes and do not result
in inurement, impermissible private benefit or in an excess benefit transaction.
Article 8
Use of Outside Experts
When conducting the periodic reviews as provided for in Article 7, the Nonprofit may, but need
not, use outside advisors. If outside experts are used, their use shall not relieve the governing
board of its responsibility for ensuring periodic reviews are conducted.
– End of Document –