Bandon Community Swimming Pool Development Corporation

By Laws — Vote Pending

Article 1
Name and Jurisdiction
Section 1.
The name Bandon Community Swimming Pool Development Corporation (BCSPDC) is assigned to this non-profit corporation by its Articles of Incorporation.

Section 2.
The BCSPDC shall engage in the facilitation of and/or implement the construction of a community swimming pool. When the pool is operational, the BCSPDC shall facilitate the formation of an entity to operate the pool. 

Article 11
Goals and Objectives
The goals and objectives of BCSPDC are to provide a means of constructing said pool facility.
Goal 1.
To build a community swimming pool facility that supports the residents of Bandon and the surrounding communities and the area school districts.
Goal 2.
To establish a master plan for development, construction and possible expansion of said facility.

Article 11
Board of Directors
Section 1.
The control and conduct of the business of BCSPDC is vested in its Board of Directors. The Board shall be composed of elected members. They shall be designated the President, Vice President, Secretary, Treasurer, Social Media Liaison and up to four Directors-at-Large of the Corporation. The term of office shall be one year.

The BCSPDC does not discriminate against anyone due to race, color, creed, or religious preference.

Section 2.
At the first Annual Meeting, the organizing Board shall present a slate of nominees for positions on the Board as specified in Section 1. No person shall stand for more than one position. Election shall be by secret paper ballot unless there are no nominations from the floor and there is unanimous adoption of a motion to cast a voice ballot. A majority of the Board members present, eligible, and voting shall be required to elect. In case of a tie, a runoff of the top two contenders will be held, also by secret paper ballot.

Section 3.
Vacancies
(1) Resignation: Any officer may resign his or her office at any time, such resignation to be made in writing and to take effect immediately without acceptance by the Board
(2) Removal: Any officer may be removed from office at any time, with or without cause, by a vote of a majority of the Board members then in office at any meeting of the board.
(3) Replacements If vacancies are created for any reason, replacements shall be elected by the majority vote of the remaining Board members.

Section 4.
The President shall:
(1) Act as Chair of the Board and preside at its meetings.
(2) Direct and administer the affairs of BCSPDC as its Chief Executive Officer.
(3) Supervise all phases of its activities, subject to the instructions of the Board, these By-laws, and policies adopted by the Board membership.
(4) Appoint the chair and members of committees.
(5) Be the deciding vote in matters resulting in a tie or split decision.

Section 5.
The Vice President shall:
(1) Be Acting President and Acting Chair of the Board, if the President is absent or disabled.
(2) Assist the President in any needed capacity.
(3) Be an ex-officio member of all committees.

Section 6.
The Secretary shall:
(1) Keep a record of all meetings of the Board and of the Corporation for at least seven (7) years.
(2) Send minutes of all meetings to Board members.
(3) Preserve the correspondence of the Corporation and conduct that portion allocated by the Board or the President.
(4) Maintain the Board membership list, including names, postal and email addresses, and telephone numbers.

Section 7.
The Treasurer shall:
(1) Receive, safeguard, disburse, and account for all funds of the Corporation.
(2) Provide an Annual Report to the Board members at the Annual Meeting.
(3) Assist the Board in preparation of a proposed budget to be presented at the Annual Meeting.
(4) Preserve accounting records for seven (7) years.
(5) In the event that BCSPDC does not construct said pool, all funds shall be used for community transportation to and from other pools and/or for fees to participate in other pools, or whatever use seems appropriate by the Board of Directors at the time.
(6) Reimburse Board members for expenses incurred in the performance of their official duties. Expenses up to $100.00 per item or activity shall be reimbursed upon submission of a receipt. Expenses over $100 per item or activity shall be reimbursed if approved by the Board before the expense is incurred and when receipt is submitted.

Section 8.
The Social Media Liaison shall:
(1) Create content, administer, and monitor BCSPDC social media accounts.
(2) Maintain the BCSPDC website.
(3) Send electronic communications to BCSPDC supporters as directed by the Board.

Section 9.
Directors at Large shall:
(1) Assist Board officers in any or all duties.
(2) Have full voting privileges.

Section 10:
All duly elected members of the Board of Directors shall agree to and sign the BCSPDC code of conduct upon election to office.

Article IV Meetings
Section 1.Annual Meeting.
The Corporation shall hold its Annual Meeting on the second Tuesday of May in Bandon, Oregon or as soon as possible thereafter.

Section 2. Special Meetings.
The President may call a special meeting and may be compelled to do so by petition of three Board members.

Section 3. Board Meetings.
The Board shall meet a minimum of monthly.

Section 4: Quorums.
At any meeting of the Board, a majority of the Board of Directors then in office shall be necessary to constitute a quorum for the transaction of business. However, should a quorum not be present, a majority of the Board of Directors present may adjourn the meeting from time to time to another time and place, without notice other than announcement at such meeting, until a quorum shall be present.

Section 5: Action Without a Meeting.
Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or any such committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or any such committee shall be filed with the minutes of the proceedings of the Board or such committee.

Article V Publications
The corporation shall publish a newsletter as needed.

Article VI Amendments
Suggestions for amendments to the Articles of Incorporation and/or By-laws require a majority vote of the Board, at a Board of Directors meeting. A simple majority of the Board of Directors present shall suffice to modify the By-laws, but a two-thirds (2/3) vote is required to modify the Articles of Incorporation. 

Article VII
Non-profit Status
This organization is organized exclusively for charitable purposes within the meaning of Section 501©3 of the Internal Revenue Code and related Oregon Income Tax Law. Notwithstanding any other provision of the By-laws, the organization shall not carry on any other activities not permitted. (A) by an organization exempt from Federal Income Tax under Section 501(c)3 of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law). (b) by an organization, contributions to which are deductible under Section 170(c)2 of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law).