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 support to organizers and communities that provide free education in the arts and humanities both in the city of Portland and electronically.
The People’s Colloquium Inc. provides micro-grants, networking, and advising to organizers offering free education in the arts and humanities.
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.
BOARD OF DIRECTORS
The Board of Directors is the highest governing body of The People’s Colloquium Inc.
3.02 Number of Directors
The People’s Colloquium Inc.’s Board of Directors shall consist of between 3-19 Board Directors. Within these limits, the Board of Directors may increase or decrease its number of Directors, including but not limited to the purpose of staggering terms of Board Directorship.
3.03 Classes of Directors
Board directors include the following roles:
3.04 Board Director Terms
Board Directors may serve any number of terms and may serve consecutive terms.
Board Directors serve a term of between 1 year and 3 years, as the new Board Director determines at their sole discretion when first accepting their Board Directorship.
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 of receiving an application to serve on the Board of Directors.
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 currently serving Board 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.
Board 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.
3.06 Responsibilities and Accountability
3.06.01 Board Directors
Board Directors as a group have the following responsibilities:
3.06.02 Colleague Director Acting and Voting
Board 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 Board Directors in office immediately before the Board of Directors meeting begins.
Board Directors shall vote in the following circumstances.
3.06.03 Board President Powers and Responsibilities
The Board President is responsible for coordinating the Board of Directors.
Specific responsibilities include but are not limited to:
3.06.04 Board Vice President Powers and Responsibilities
The Board Vice President 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.
3.06.05 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.
The Board Secretary is responsible for ensuring transparency and disclosure as described in section 5.03.
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.
3.06.06 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.
3.06.07 Community Coordinator Powers and Responsibilities
The Community Coordinator performs outreach and fundraising on behalf of The People’s Colloquium Inc.
3.07 Board of Director Meetings
The Board of Directors shall hold regular meetings at least once a year.
The Board President shall announce Board of Director meetings by email.
3.08 Compensation for Professional Services by Board Directors
Board Directors 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.
3.09 Board Director Resignation Before Term Limit Reached
Board Directors 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.
4.02 Eligibility and Selection
The Board of Directors vets and hires the Executive Director.
The Executive Director’s term lasts until resignation or until the Board of Directors determines that the Executive Director has been remiss when performing their responsibilities.
4.04 Duties and Accountability
The Executive Director’s duties include, but are not limited to:
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 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 of Directors.
5.02 Records and Reports
Records shall be kept electronically and shall be accessible to The Board of Directors and the Executive Director.
5.03 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.
5.05 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.
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.
AMENDING THESE BYLAWS
Only Board Directors may amend these Bylaws and may do so only by an affirmative two-thirds majority vote.