NAME AND NONPROFIT LEGAL STATUS
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.
PURPOSE AND POWERS
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.
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.
Colleagues of The People’s Colloquium Inc. have Colleague Voting Rights and they can become eligible to nominate themselves for a Colleague Directorship.
To become eligible for a Colleagueship, individuals must:
Colleagues have the following powers:
Colleague meetings shall be held once annually.
These meetings will include but are not be limited to:
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.
BOARD OF DIRECTORS
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:
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.
An individual becomes eligible to nominate themselves for a Advisory Directorship when:
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.
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:
Colleague Directors each have the following individual responsibilities:
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.
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:
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:
4.08.08 Advisory Directors
Advisory Directors have the following responsibilities:
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.
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.
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:
The Executive Director shall fill out the following reports:
The Executive Director shall maintain a record of the following:
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.
FINANCIAL AND LEGAL
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:
6.03 Transparency and Disclosure
The Board Secretary shall ensure that the following documents will be available to the public by request:
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.
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.
AMMENDING THESE BYLAWS
Only Colleague Directors may amend these Bylaws and may do so only by an affirmative two-thirds majority vote.