Bylaws

 

ARTICLE I - DEFINITIONS

 

Section 1.  The name of the organization shall be the Oregon Coast Learning Institute (OCLI)

 

Section 2.  The school year shall be divided into two semesters: Fall Semester, generally September to December and Winter/Spring Semester January to May.

 

Section 3.  A member is a person who pays yearly dues.  Membership in OCLI is a privilege and not a right.

 

Section 4.  A sponsor is an organization or individual who provides a classroom and other facilities to OLCI for holding and conducting classes, and organizations or individuals who provide or make significant contributions to OCLI. 

 

Section 5.  Notices posted on the OCLI web page shall satisfy any requirement for notices to members.

 

       

 

The purpose of the OCLI is to provide a membership initiated, governed and conducted programs of study which offers interested persons an opportunity to continue their education in an atmosphere of shared learning.  The organization is designed to stimulate intellectual interests with others, thereby enhancing the mental and social dimensions of retirement life.  Subjects will be chosen from, but not limited to history, music, art, world affairs, philosophy, social and natural sciences, and life experiences.

 

      

 

Membership is open to persons who are interested in active pursuit and promotion of the above stated purpose. All members are eligible to present and vote on matters before OCLI at any meeting of the membership.  The number of members may be limited by the Board of Directors based on the accommodations of the classroom.

 

      

 

Section 1.  The affairs of OCLI will be conducted by the founders and organizers of OCLI until the first membership meeting in the Spring of 2004.  The organizers will appoint a Chairman, Vice Chairman and Secretary/Treasurer to conduct OCLI business in accordance with these Bylaws.  The affairs of OCLI thereafter shall be governed by a Board of Directors elected by the OCLI membership.  The Board will consist of five members who serve two year terms, except at the first election, three members will be elected for two year terms and two members for a one year term.  Vacancies which may occur on the Board on receipt of a letter of resignation or determination of inability to serve shall be filled by action the remaining members of the Board.  No director shall serve more than two consecutive terms on the Board.

 

Section 2.  The Board of Directors shall elect the following OCLI officers from among the Board members: President and Vice President.  The Board shall appoint a Secretary and Treasurer, who need not be an elected member of the Board of Directors.  The position of Secretary and Treasurer may be held by the same person.  Except for the President, Board members may serve on standing and ad hoc committees.  No officer or member of the Board of Directors shall receive any compensation for acting as any officer or being a member of the Board.

 

       

 

There shall be an annual meeting of the members at the conclusion of the Spring term for election of Board members and for such other business as may be required.  A membership meeting may be called at anytime by three members of the Board of Directors or a group of fifteen OCLI members submitting a request for a membership meeting in writing to the Board of Directors. Advanced written notice via the mails or E-mail of a membership meeting will be given to the members a minimum of two weeks in advance of the meeting.  Thirty percent of the enrolled membership present in person or by proxy shall constitute a quorum at any meeting.  Meetings shall be conducted in conformity with the most recent edition of Robert=s Rules of Order.

 

      

 

Section 1. The Board of Directors shall meet as required, but at least every three months.  A majority of the Board shall constitute a quorum.  Meeting date, time and place will be published and members may attend, but shall not be permitted to participate in Board deliberations.

 

Section 2.  The Board of Directors shall appoint standing committee chairpersons and members.  They shall appoint ad hoc committees as may be required.

 

Section 3.  The Board shall within the Bylaws establish statements detailing the procedures of standing and ad hoc committees and approve their operating procedures.

 

Section 4.  The Board shall make rules regarding member guests.  Registered guests of the Salishan Lodge and Golf Resort, the OCLI sponsor, may attend sessions as OCLI guests.

 

Section 5.  The Board shall adopt annual budgets, establish membership dues and any limit on the number of members.  The Board shall approve all expenditures and cause, as a minimum, an annual audit of the OCLI accounts.

 

Section 6.  The Board can terminate a person=s membership for improper and/or disruptive behavior in the classroom.

 

Section 7.  Responsibilities of the Officers

 

a.  The President, subject to the control of the Board of Directors, shall have general supervision, direction and control of the business and affairs of OCLI.  The President shall preside at all meetings of the Board of Directors and membership meetings

He/she shall be an ex officio member of all committees.

 

b.  The Vice President shall perform such duties as the Board of Director shall prescribe.  In the absence or disability of the President, his/her duties and powers shall be performed and exercised by the Vice President.

 

c.  The Secretary shall keep or cause to be kept a Book of Minutes of all Board and member meetings in accordance with Robert=s Rules of Order.  The Secretary shall give or cause to be given such notice of the meetings of the Board of Directors and members as required by these Bylaws, and have such other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws.

 

d.  The Treasurer shall keep and maintain, or caused to be kept and maintained, adequate and correct accounts of the financial transactions of OCLI.  The Treasurer shall be the custodian of all funds and deposit all moneys in a financial institution approved by the Board in the name and to the credit of the Oregon Coast Learning Institute.  He/she shall disburse the funds of OCLI as my be ordered by the Board.  The Treasurer shall report the financial condition of OCLI to the Board at each meeting and to the members at the annual meeting.  The books of accounts shall be at all reasonable times open to inspection by a Director.

 

    

 

Section 1.  Standing committees shall be appointed by the Board of Directors.  Each committee shall have a minimum of three members appointed for two year terms, except to provide continuity, some members will be appointed for a one year term on the initial committee appointments.

 

Section 2.  The Curriculum Committee shall have a minimum of five members and shall be responsible for planning and directing all efforts to provide a balanced program of educational courses to the membership in accordance with the provisions of Article II.

These responsibilities shall include:

 

a.  Selection of subject areas and specific subjects, and of facilitators and presenters from the members.

 

b.  Selection of guest lecturers/speakers to present subjects of interest to the members.

 

c.  Planning, making arrangements for and directing field trips.

 

d.  Prepare and submit a proposed annual budget for curriculum matters to the Board of Directors to include proposed expenditures for visual aides and printing/reproduction costs.

 

e.  Prepare and distribute the semester curriculum to members.

 

Section 3.  The Support Committee shall be responsible for insuring the classroom is set up for each class, that the PA system is operating, and that visual aid apparatus requested by the presenters is available and operating.  At the end of the day, the Committee shall return all the apparatus to the appropriate storage area as may be required, and insure that the room is cleared of any litter.

 

Section 4.  The Membership Committee shall be responsible for the following;

 

a.  Preparation and assembly of brochures, membership application forms, and other material for mailing to active and prospective members.

 

b.  Collecting membership dues and transferring of moneys to the OCLI Treasurer for deposit.

 

c.  Maintaining a list of paid-up members, and issuing a member list to the Board and OCLI members.

 

d.  Preparing and issuing member name tags.

 

e.  Conduct interviews/orientation with prospective members, to inform them of the various activities of OCLI and to ascertain their areas of interest.

 

Section 5.  Ad Hoc Committees

 

a.  A Nominating Committee consisting of three members will be appointed by the Board of Directors no later than February each year to develop a slate for open Board of Director positions for election at the annual membership meeting.  No more than one member of the Committee may be a Board member.

 

b.  An Audit Committee of a least two non-Board of Director members shall be appointed by the Board of Directors to audit the OCLI book and finances at least once a year in accordance with these Bylaws.

 

c.  The Board of Directors shall appoint any other ad hoc committee as may be required.

 

      

 

All OCLI funds shall be held in an account administered by the Treasurer in accordance with these Bylaws.  The Fiscal Year will be July 1 through June 30.

 

       

 

Section 1.  Amendments to these Bylaws shall be proposed by either a majority of the Board of Directors or by a minimum of eight members.  A proposed amendment must be reduced to writing and shall be included in the notice of any member meeting at which action is to be taken.

 

Section 2.  The proposed amendment may be adopted by the members at the annual or other meeting called for that purpose, at which a quorum is present, by a majority of the members present in person or by proxy at such meeting.

 

      

 

Section 1.  If the general consensus among the members is that OCLI no longer meets their needs or membership is insufficient to continue the program, OCLI can be dissolved by a two-thirds vote of all members in good standing.  The following steps will be taken:

 

a.  The Board of Directors shall direct the Secretary to prepare a special mailing to all members which shall contain the reason for dissolution, a resolution in the form of a motion for the dissolution, and accounting of all money and assets of OCLI, and plans for the distribution of monetary and physical assets in Section 2 of this Article.

 

b.  A mail vote will be taken with the members voting on the dissolution and distribution of assets.  Members will have 30 days to return their ballots from the post mark on the mailed ballot.  If a ballot is not returned, it will be counted as a Ano@ vote for

dissolution.

 

Section 2.  Upon a vote to dissolve OCLI, there will be a special meeting of the Board of Directors to conduct an accounting of all moneys and assets.  Physical assets will be sold as close to market value as possible and all receipts from the sales will be deposited in the OCLI account.  After any dissolution expenses are paid, any remaining money will be donated to a local school(s) for educational purposes.

 

---

Adopted the 12^th day of March 2004

 

 

                                                                                                                                                                                                

                                                                                                                                  Peter Lacques

                                                                                                              Chairman,  Oregon Coast Learning Institute

 

 

Attested:

 

 

_________________________________________

Secretary