People's Colloquium - Nonprofit Bylaws

ARTICLE I

NAME AND NONPROFIT LEGAL STATUS

1.01 Name

The name of this corporation shall be The People’s Colloquium. The business of this corporation shall be conducted under the name The People’s Colloquium Inc.

1.02 Non-profit Legal Status

The People’s Colloquium Inc. is an Oregon nonprofit public benefit corporation operated exclusively for educational and charitable purposes, and recognized as tax exempt under Section 501(c)(3) of the United States Internal Revenue Code.

ARTICLE II

PURPOSE AND POWERS

2.01 Purpose

The People’s Colloquium Inc.’s purpose is to provide community education in the arts and humanities to residents and visitors of the city of Portland, Oregon.

The People’s Colloquium Inc. provides community education by offering workshops, critique groups, discussion groups, activity groups, public events, classes, continuing education, educational resources, and similar activities.

2.02 Powers

The People’s Colloquium Inc. shall have the power to perform any and all lawful acts necessary to pursue its charitable and educational purpose.

The People’s Colloquium Inc. shall not take any financial action not permitted by Section 501(c)(3) of the United States Internal Revenue Code, and shall not accept any charitable contributions not permitted by section 170(c)(2) of the Internal Revenue Code.

ARTICLE III

COLLEAGUESHIP

3.01 Description

Colleagues of The People’s Colloquium Inc. have Colleague Voting Rights and they can become eligible to nominate themselves for a Colleague Directorship.

3.02 Eligibility

To become eligible for a Colleagueship, individuals must:

  • Be 18 years of age or older;
  • Have attended 12 or more educational offerings provided by The People’s Colloquium Inc.; and
  • Maintain Active Participation Status and Good Standing, defined in sections 7.01 and 7.02.

3.03 Powers

Colleagues have the following powers:

  • Colleague Voting Rights:
    • Colleagues vote upon measures pertaining to the vision of The People’s Colloquium Inc., as put to a Colleague Vote at the discretion of the Board of Directors.
  • A Colleague becomes eligible to nominate themselves for a Colleague Directorship after accruing a total of 24 attendances in the educational offerings provided by The People’s Colloquium Inc.

3.04 Meetings

Colleague meetings shall be held once annually.

These meetings will include but are not be limited to:

  • A period when the Board of Directors and Executive Director present Colleagues a summary of their plans and efforts to manage and grow The People’s Colloquium Inc.
  • A period when Colleagues are able to question and receive answers from the Board of Directors and Executive Director.
  • A period when Colleagues are able to voice opinions about The People’s Colloquium Inc. to the Board of Directors and Executive Director.

3.05 Resignation, Loss of Powers, and Disputing Loss of Powers

Any Colleague may resign their colleagueship at any time by submitting email notification to the Executive Director.

Colleagues will lose their Colleagueship if and when they lose Active Participation Status and/or Good Standing, as determined by the Executive Director. If a colleague loses their Colleagueship this way, that colleague may petition The Board of Directors in order to discover if and how their colleagueship might be restored. In these cases, whatever decision The Board of Directors arrives at will be final.

ARTICLE IV

BOARD OF DIRECTORS

4.01 Description

The Board of Directors is the highest governing body of The People’s Colloquium Inc.

4.02 Number of Directors

The People’s Colloquium Inc.’s Board of Directors shall consist of between 3-15 Board Directors. Within these limits, the Board of Directors may increase or decrease its number of Directors, including but not limited to for the purpose of staggering the terms of Directorship.

4.03 Classes of Directors

There are two classes of Board Directors:

  • Colleague Directors, which include the following Roles.
    • Board President—1 at a time.
    • Board Vice President—0-1 at a time.
    • Board Secretary—1 at a time.
    • Board Treasurer—1 at a time.
    • Community Coordinator—0-7 at a time.
  • Advisory Directors.
    • Advisory Directors—0-4 at a time.

Board Director Eligibility and Nomination

4.04.01 Colleague Directors

A Colleague in possession of their powers becomes eligible to nominate themselves for a Colleague Directorship after accruing a total of 24 attendances in the educational offerings provided by The People’s Colloquium Inc.

An eligible Colleague nominates themselves for candidacy by filling out the form titled, “Declaration of Intention for a Colleague Directorship,” and emailing it to the Board President.

Advisory Directors

An individual becomes eligible to nominate themselves for a Advisory Directorship when:

  • A Community Coordinator has a good faith belief that the individual can fairly represent a local community, and/or, the individual can contribute relevant specialist knowledge to the governance of The People’s Colloquium Inc.
  • They have been sponsored by a Community Coordinator.

An eligible individual nominates themselves for candidacy by filling out the form titled, “Declaration of Intention for an Advisory Directorship,” and emailing it to the Board President.

4.05 Board Director Terms

Board Directors may serve any number of terms and may serve consecutive terms.

4.05.01 Colleague Directors

Colleague Directors serve a term of between 1 year and 3 years, as the new Colleague Director determines at their sole discretion when first accepting their Colleague Directorship.

4.05.02 Advisory Directors

Advisory Directors serve a term of between 1 year and 2 years, the exact limit to be decided by the Board President after consulting with the candidate.

Elections

The Board President shall organize elections when receiving a nomination from an eligible candidate.

If there is an open position for a new Board Director, an election shall be held within 3 months. If there are no open positions for new Board Directors, an election shall be held 1-3 months before the next open position.

Candidates are voted on in the order that their nominations are received by the Board President. There is one exception to this rule: the vote for an existing Board Director who nominates themselves to serve a consecutive term will be scheduled prior to the vote of a nominee who is not already serving as a Board Director.

A candidate becomes a Board Director if and when they receive an affirmative majority vote from Colleague Directors. If the candidate does not receive an affirmative majority vote, that individual must wait 365 days before they again become eligible to nominate themselves for a Board Directorship.

Colleague Directors who nominate themselves for reelection do not get to vote in their own elections.

In the case of a tie, the Board President shall cast an additional tie-breaking vote.

4.07 Assigning and Reassigning Colleague Director Roles

The Board President shall assign the newly elected Colleague Director to a Colleague Director Role.

The Board President may reassign Colleague Director Roles only if there is mutual agreement between the Board President and the Colleague Director being reassigned.

4.08 Responsibilities and Accountability

4.08.01 Colleague Directors

Colleague Directors as a group have the following responsibilities:

  • Providing guidance and oversight to the operations of The People’s Colloquium Inc. in order that it remains true to its purpose and vision.
  • Providing financial guidance and oversight to The People’s Colloquium Inc., so that its overall finances comply with the laws and regulations applicable to 501(c)(3) Oregon nonprofit corporations.
  • Presenting votes to the Colleagueship at least once per year. Such votes shall pertain to the vision and guidance of The People’s Colloquium Inc.

Colleague Directors each have the following individual responsibilities:

  • Colleague Directors shall perform 5 hours or more of duties per month on behalf of The People’s Colloquium Inc.
  • Colleague Directors shall aspire to attend all Board of Director meetings.
  • The form, Colleague Director Quarterly Report, shall be filled out and issued to the Board President, the Board Secretary, and the Executive Director, on a quarterly basis.
  • Colleague directors shall continue to participate in The People’s Colloquium Inc.’s offerings, maintaining Active Colleague Status and Good Standing.

4.08.02 Colleague Director Acting and Voting

Colleague Directors act at regular or special Board of Director meetings.

All actions require an affirmative majority to carry unless stated otherwise in these bylaws.

All votes require an affirmative majority to succeed in their actions unless stated otherwise in these bylaws.

The quorum requirement is 80% of Colleague Directors in office immediately before the Board of Directors meeting begins.

Colleague Directors shall vote in the following circumstances. Consult section 4.10 for additional information about Colleague Director voting.

  • Colleague Directors vote to elect new Colleague Directors and Advisory Directors, as described in section 4.06.
  • Colleague Directors vote to remove Colleague Directors from the Board of Directors if a Colleague Director is remiss with performing their responsibilities, or if they have lost their Colleague powers, as described in section 3.05. Colleague Directors who are the subject of such votes do not participate in those votes.
  • Colleague Directors vote to remove Advisory Directors from the Board of Directors if an Advisory Director is remiss with performing their responsibilities.
  • Colleague Directors vote to enforce or overturn the Executive Director’s disciplinary decision in cases when participants petition the Board of Directors with a disagreement about a disciplinary decision pertaining to them.
  • Colleague Directors vote to hire an Executive Director. A two-thirds affirmative majority vote is required.
  • Colleague Directors vote to determine whether the Executive Director is remiss when performing their duties (for additional information about duties, consult section 5.04), or if they are in violation of the Code of Conduct.
  • If the Executive Director is found remiss when performing their duties or in violation of the Code of Conduct, Colleague Directors may vote to remove the Executive Director from their position. A two-thirds affirmative majority vote is required.
  • Colleague Directors vote to amend or change these Bylaws. A two-thirds affirmative majority vote is required. For additional information, consult article VIII.

4.08.03 Board President Powers and Responsibilities

The Board President is responsible for coordinating the Board of Directors.

Specific responsibilities include but are not limited to:

  • Planning and moderating Board of Directors Meetings.
    • Planning Board of Directors meetings with the aspiration that all Colleague Directors can attend.
    • Creating a Board of Directors meeting agenda and distributing that agenda to all Board Directors three days in advance to a Board of Directors Meeting.
    • Presiding over Board of Directors meetings.
  • Organizing Board of Directors elections, as described in section 4.04 and 4.06.
  • Assigning and reassigning Colleague Director Roles, as described in section 4.07.
  • Organizing Colleague Director votes; collecting Colleague Director votes; tallying Colleague Director votes; and announcing the results.
  • Casting an additional vote in the case of Colleague Director votes which come in at a tie.
  • Organizing Colleague annual meetings.
  • Organizing Colleague votes; collecting Colleague votes; tallying Colleague votes; and announcing the results.

4.08.04 Board Vice President Powers and Responsibilities

The Board Vice President, if one is appointed, assists the Board President and serves under the Board President’s direction.

The Board Vice President is empowered to act as the Board President in the cases when the Board President cannot be present, or in cases when the Board President has granted such powers to the Vice President.

4.08.05 Board Secretary Powers and Responsibilities

The Board Secretary is responsible for reviewing and maintaining The People’s Colloquium Inc.’s organizing documents, at the direction of the Board of Directors.

The Board Secretary is responsible for keeping a meeting roll call and keeping meeting minutes at all Board of Directors meetings.

The Board Secretary is responsible for maintaining an archive of all official documents pertaining to The People’s Colloquium Inc., including but not limited to Colleague Director and Executive Director Quarterly Reports, Code of Conduct Violation Reports, and all other records that the Colleague Directors deem reasonable or necessary at a regular or special meeting of the Board of Directors.

The Board Secretary is responsible for ensuring transparency and disclosure as described in section 6.03.

The Board Secretary is responsible for ensuring that annual filings with the Secretary of State and the Department of Justice are made properly and on time.

4.08.06 Board Treasurer Powers and Responsibilities

The Board Treasurer is responsible for providing oversight for The People’s Colloquium Inc.’s finances, meaning monitoring donations, income, budget, expenses, and related.

The Board Treasurer is responsible for maintaining a financial account of all financial assets.

The Board Treasurer is responsible for maintaining a list of donors and donation dates and amounts sufficient to track substantial donors and to facilitate appropriate tax notice requirements.

The Board Treasurer is responsible for filing all required state and federal informational and tax returns.

4.08.07 Community Coordinator Powers and Responsibilities

The Community Coordinator performs outreach on behalf of The People’s Colloquium Inc. in order to create new relationships between The People’s Colloquium Inc. and the diverse communities found throughout the Portland Metropolitan Area.

These relationships should focus upon:

  • Opening up The People’s Colloquium’s educational offerings to new participants.
  • Sponsoring eligible individuals for Advisory Directorships, and communicating with elected Advisory Directors in order to fairly represent that Advisory Director’s suggestions.
  • Raising donations for The People’s Colloquium Inc. so that The People’s Colloquium Inc. can pursue and realize its vision.

4.08.08 Advisory Directors

Advisory Directors have the following responsibilities:

  • Advisory Directors are responsible for reviewing The People’s Colloquium Inc. as an organization. The Advisory Director’s efforts shall culminate in a written report with suggestions for changes for The People’s Colloquium Inc., which the Board of Directors and the Executive Director shall carefully consider. This report is due 75% of the way through an Advisory Director’s term length.
  • During the course of their Directorship, Advisory Directors shall communicate with their sponsoring Community Coordinator, other Board Directors, and the Executive Director, as necessary, in order to provide guidance in line with the community they represent or their expertise.

4.09 Board of Director Meetings

The Board of Directors shall hold regular meetings at least once a year.

Advisory Directors are welcome to attend all Board of Director meetings, but their attendance isn’t mandatory.

The Board President shall announce Board of Director meetings by email.

Compensation for Professional Services by Board Directors

Board Directors, both Colleague and Advisory, may be remunerated for professional services provided to The People’s Colloquium Inc. Such remuneration must be fair to The People’s Colloquium Inc., must not represent an unacceptable conflict of interest, and must be in accord with state law.

4.11 Board Director Resignation Before Term Limit Reached

Board Directors, both Colleague and Advisory, are expected to provide 3 months notice of early resignation to the Board President.

ARTICLE V

EXECUTIVE DIRECTOR

5.01 Description

The Executive Director is the highest executive position in The People’s Colloquium Inc., responsible for daily operations.

5.02 Eligibility and Selection

The Board of Directors vets and hires the Executive Director, as described in section 4.08.01.

5.03 Term

The Executive Director’s term lasts until resignation, or until The Board of Directors determines otherwise, as described in section 4.08.01.

5.04 Duties and Accountability

The Executive Director’s duties include, but are not limited to:

  • Envisioning and organizing educational offerings.
  • Advertising The People’s Colloquium Inc.’s educational offerings.
  • Vetting new participants.
  • Managing Participants:
    • When the Code of Conduct or Guidelines for Participation have been violated, as determined by the Executive Director, The Executive Director may address the offending participant by advising corrections, issuing warnings, and/or removing them from further participation in The People’s Colloquium Inc.’s educational offerings, either temporarily or permanently. Such decisions can be subject to the Board of Directors, as described in section 4.08.02.
    • The Executive Director informs participants when they have qualified for Colleagueship, and signs up those who wish to become Colleagues.
    • The Executive Director schedules weekly participation and keeps track of attendance and scheduling requests.
  • Selecting and managing electronic and physical spaces.
  • Drafting and updating The People’s Colloquium Inc.’s operational documents for example, the Guidelines for Participation and Guidelines for Participation.
  • Vetting, training, hiring, and managing volunteers, facilitators, teachers, and employees.
  • Overseeing The People’s Colloquium Inc.’s daily finances, including raising donations.

The Executive Director shall fill out the following reports:

  • An Executive Director Quarterly Report, a copy of which shall be issued to each Board Director on a quarterly basis. These reports shall describe the Executive Directors past, current, and future activity.
  • A Code of Conduct Violation Report, a copy of which shall be issued to the Board President and the Board Secretary. These reports shall describe the offending behavior and what actions were taken by the Executive Director.

The Executive Director shall maintain a record of the following:

  • An up-to-date list of all current and former participants sufficient for determining Active Participation Status.
  • An up-to-date list of all current and former Colleagues.
  • Code of Conduct Violation Reports.
  • Executive Director Quarterly Reports.
  • Colleague Director Quarterly Reports.
  • All other records deemed necessary for operating The People’s Colloquium Inc.

5.05 Resignation

The Executive Director is expected to provide three months notice in advance to resignation. Additionally, the Executive Director should aspire to help train their successor for at least one month.

ARTICLE VI

FINANCIAL AND LEGAL

6.01 Financial

The People’s Colloquium Inc.’s fiscal year shall be from January 1st until December 31st of each year.

All contracts, mortgages, and other agreements shall be executed by the Executive Director, with oversight provided by the Board of Directors.

All loans sought by The People’s Colloquium Inc. shall be executed either by the Board President or the Executive Director, and require approval by the Board of Directors.

All checks and all other forms of payment shall be signed by the Executive Director, with oversight provided by the Board Treasurer.

All funds not otherwise employed shall be deposited in a bank or credit union account approved by the Executive Director, with oversight provided by the Board Treasurer.

6.02 Records and Reports

Records shall be kept electronically and shall be accessible to The Board of Directors and the Executive Director.

For the purpose of Colleague Director Quarterly Reports and Executive Director Quarterly Reports, “quarterly” is defined as:

  • First quarter, 1/1—4/1
  • Second quarter, 4/1—7/1
  • Third Quarter, 7/1—10/1
  • Fourth Quarter, 10/1—1/1

6.03 Transparency and Disclosure

The Board Secretary shall ensure that the following documents will be available to the public by request:

  • Bylaws.
  • Board of Director meeting minutes.
  • Colleague Director and Executive director quarterly reports.
  • 501(c)(3) exemption documents and information returns.
  • All other documents that the Colleague Directors decide are reasonable or necessary at a regular or special meeting of the Board of Directors.

6.04 Indemnification

The People’s Colloquium Inc. indemnifies its directors, officers, employees, and agents for liability and expenses under ORS 65.387 and 65.414.

6.05 Whistleblowing policy

The People’s Colloquium Inc.’s intention is to adhere to all applicable laws and regulations. However, if an employee or volunteer has reason to believe that a policy, practice, or activity of The People’s Colloquium Inc. is in violation of an applicable law or regulation, that employee or volunteer is required and encouraged to make that violation known.

To make a violation known, that employee or volunteer should provide a written notice to the Board President, the Board Vice President, and the Executive Director. This notice should be provided in good faith; any notice that is proven knowingly false or malicious shall be viewed as a violation of the Code of Conduct.

The People’s Colloquium Inc. shall not retaliate against any employee or volunteer who provides a good faith written notice alleging a legal or regulatory violation. Once received, The People’s Colloquium Inc. will investigate and correct the alleged legal or regulatory violation, if one is found to exist.

ARTICLE VII

DEFINITIONS

1 Active Participation Status

A participant of The People’s Colloquium Inc.’s educational offerings has Active Participation Status when that participant attends The People’s Colloquium Inc.’s community education offerings either weekly or every-other-week, and has no more than a 25% absence rate.

2 Good Standing

A participant of The People’s Colloquium Inc.’s educational offerings has Good Standing when that participant has not been found to be in violation of The People’s Colloquium Inc.’s Code of Conduct.

ARTICLE VIII

AMMENDING THESE BYLAWS

Only Colleague Directors may amend these Bylaws and may do so only by an affirmative two-thirds majority vote.

  • No amendment shall be made to these bylaws which would jeopardize the organization’s 501(c)(3) status.
  • All amendments must be consistent with the Articles of Incorporation.