Article III
Membership

The Council shall consist of Oregon Governor appointed citizens as described in Article IV of these by-laws who demonstrate interest in working towards the Council’s purpose.

Article IV
Council Structure and Operations

Section 1.
The Council shall consist of up to twenty (20) members appointed by the Governor who represents statewide perspectives of physical activity, fitness, and sports. Council members shall reflect the diversity of Oregon’s population and show a willingness to work towards the Council’s purpose.

Section 2.
The Council shall annually elect a Chair, a Vice-Chair of Operations, and a Secretary. The officers of the Council shall be voted into office by the current members.

Section 3.
The Council may recommend the dismissal of any member who’s participation is inconsistent with the Council’s expectations (see the Orientation Handbook for Boards of Commission). The Council shall recommend a replacement, or new members, to the governor’s office at any scheduled meeting of the full Council.

Section 4.
The business of the Council shall be conducted by the members. When a consensus of the quorum of the members present is not possible, then a majority vote of quorum present shall prevail.

Section 5.
The Council may employ an Executive Director and/or staff to assist in conduction the business of the Council as Directed by the majority vote of the members.

Article V
Officers

Section 1. Chair
The Chair shall be selected from the membership of the Council. The duties of the Chair shall include:

a. Enforce all rules and relations relating to the administration of the organization.
b. Call regular meetings of the Council. Call additional meetings when deemed necessary, or when requested to do so by the members.
c. Preside at all meetings.
d. Appoint the members of the Council’s committees. The chair shall be an ex-officio member of all committees.
e. Operate as the chief financial officer of the Council. Generate quarterly reports of financial status of the Council Membership at a regularly scheduled meeting.

Section 2. Vice-Chair
The Vice-Chair shall be selected from the membership of the Council. The duties of the Vice-Chair shall include:

a. Assume the duties of the Chair in the event of his/her absence.
b. The Vice-Chair shall be an ex-officio member of all committees.
c. Maintaining the permanent records of the Council including membership, minutes and archival documents.

Section 3. Secretary of the Council
The Secretary to the Council shall be selected from the membership of the Council. The duties of the Secretary to the Council shall include:

a. Notifying members about upcoming meetings approximately one week prior to any scheduled meeting.
b. Writing and distributing the minutes of scheduled meetings in a timely fashion.
c. Assisting the Vice Chair of Operations in the construction and maintenance of the permanent records of the Council.
d. Assist with the correspondence of the Council officers and members.

Section 4. Treasurer
The Treasurer to the Council shall be selected from the membership of the Council. The duties of the Treasurer to the Council shall include:

a. Maintaining the financial records of the Council.
b. Providing a summary of the financial status of the Council at regularly scheduled meetings.
c. Being responsible for all banking transactions and accounts of the Council.

Section 5. Honorary Chair
The Council may appoint, by consensus a position of Honorary Chair(s). The duties of an Honorary Chair include being publicly visible on behalf of the Council and/or its activities, and to act as a spokesperson for the Council.

 Article VI
Committees

Section 1. Ad hoc Committees and Task Forces
The council shall create ad hoc committees and task forces, as needed. The Chair shall appoint an ad hoc committee chair for such committees. The ad hoc chair and Council membership shall select additional ad hoc members.

Article VII
Meetings

Section 1. The Council
The Council shall meet on a regular basis to conduct business.

a. There shall be a 6 meetings per calendar year.
b. Each Council member must attend a minimum of four meetings per calendar year.
c. Conference call representation may be permitted for out of town members and will count toward the mandatory four meetings.

Section 2. Voting

a. Each member of the Council shall have one vote.
b. Proxy representation shall be allowed providing the proxy is officially designated prior to the start of the meeting.
c. A quorum of the Council shall consist of:
1. all members in attendance when meeting notification is 30 days in advance.
2. half of the members plus one when meeting notification is less than 30 days.

Article VIII
Finances

Section 1.
The Council is organized and shall be operated as a charitable supporting organization, as defined in Section 501 (c) (3) of the Internal Revenue Code.

Section 2. Fiscal Year
The fiscal year of the corporation shall begin on January 1 and end on December 31.

Section 3. Finances

a. Income to fund the activities of the Council shall be pursued from various sources as directed by the Council. The Revenue producing activities might include corporate, governmental, and private fun raising activities, membership/sponsorship dues, and donations.
b. Expenses are paid through a separate account for all Council activities.
c. Quarterly reports of income and expenses are due to all members on a regular basis.

Article IX
Tax Free Exemption

Section 1.
This Council is organized exclusively for charitable support purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code.

Section 2.
Notwithstanding any other provision of these articles, this organization shall not carry any activities not permitted under section 501 (c) (3) of the internal Revenue Code.

Section 3.
This Council is not organized for profit, and no part of the earnings shall inure to the benefit of any Council Member or private shareholder.

Article X
Dissolution

Section 1.
Upon the dissolution of this organization, and after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed to an organization of the Council’s own choosing. The selected shall have an established tax exempt status under section 501 (c) (3) of the Internal Revenue Code.

Article XI
Procedure for Amending

Section 1.
a. These by-laws may be amended at any regular business meeting of the Council by a 2/3-majority vote of the current members succeeding a one-month notice of motion.
b. This is the current by-laws of the Oregon Governor’s Council on Physical Fitness and Sports and supersedes all earlier versions.

Web Editor: Waddah Sofan

Current as of 1/20/09