BYLAWS
Of
HOOD RIVER – TSURUTA, SISTER CITY, INC.
ARTICLE I
Name
The name of this organization shall be HOOD RIVER-TSURUTA,
SISTER CITY, INC.
ARTICLE II
Purpose
Section 1 The Corporation is organized exclusively for educational
purposes that qualify as being exempt under Section 501 (c) (3) of the Internal
Revenue Code of 1954, with the primary purpose being to recognize and foster
friendship and understanding between the Cities of Hood River and Tsuruta and
between the United States of America and Japan, and to promote, cultural, educational
& industrial exchanges between the two countries and peoples. To accomplish this
purpose, the corporation will sponsor cultural exchanges; various exchange programs
between the youth of the two cities and informational and educational exchanges on
agriculture.
Section 2 No part of the net earnings of this organization shall inure to
the benefit of any member.
ARTICLE III
Membership
Section 1 Any person may become a member of this organization upon
payment of required dues.
Section 2 There shall be four types of Membership in this organization:
A. Individual Membership
B. Family Membership
C. Business Membership
D. Honorary Member
Section 3 The qualification of membership shall be as follows:
A. Individual, Family and Student Members, shall be
those who pay their annual dues. Dues will be set
annually by a vote of the board.
B. The Business Members shall be any business,
partnership or corporation which contributes $100
for the first year to the organization and $50.00 per
year after the first year.
C. An honorary member is one who shall be selected by
two-thirds vote of the Board of Directors. Such
membership shall be given in recognition of
extraordinary service towards the purposes of the
organization. The honorary members shall posses all
privileges of active members with the exception of be
the director of the corporation.
Section 4 Membership dues shall be paid annually on a calendar year
basis.
ARTICLE IV
Meetings
Section 1 The corporation annual meeting shall be held on the Second,
Tuesday of November in each calendar year.
Section 2 Special Meetings of the membership may be called by a
majority of the members of the Board of Directors. Notice if
such meeting shall state the time, place and purpose of the
meeting and shall be signed by the President of the Board of
Directors.
Section 3 Written notice of every regular or special meeting of the
membership shall be mailed out by the secretary to each
member at least one week before the date of the meeting.
Such notice shall designate the time and place, and in the
case of special meeting, the object thereof.
Section 4 A quorum for a meeting of the membership shall be a
majority vote for those in attendance, regardless of the
number in attendance.
ARTICLE V
Board of Directors
Section 1 The business and affairs of this organization shall be
managed by the Board of Directors.
Section 2 The Board may enter into contracts for and on behalf of the
corporation.
Section 3 The board should have the power to select one or more banks
to act as the depository of the funds of the corporation.
Section 4 The Board of directors shall consist of at least eight members of the corporation, elected for a two-year term with four positions open each year.The Board of directors of the Corporation shall be elected by a majority vote of the membership at the annual meeting. (Revised 21 June 2010)
Section 5 The Mayor of the City of Hood River and the Chairperson of
the Board of County Commissioners, or their designated
representative and the Past President of this organization
shall automatically serve as members of the Board of
directors.
Section 6 A vacancy on the Board of Directors shall be filled by an
appointment by the remaining directors. The person so
appointed shall hold office for the remainder of the
unexpired term.
Section 7 In the event that any Director misses three (3) consecutive
meetings without acceptable reason, such action may result
in the removal of that director by a majority vote of the
remaining members of the board.
Section 8 The presence of a majority of the members of the Board of
Directors at a meeting shall constitute a quorum for
conducting business.
ARTICLE VI
Officers
Section 1 The Officers need not be members of the Board of Directors,
but shall have full voting rights. The officers shall consist of a
President, Vice President, Secretary, Treasurer & Student
Representative.
Section 2 The officers of the Corporation shall be elected by a majority
vote of the board of directors at the annual meeting. Said
newly elected officers shall then take office on the first work
day of January of the succeeding year.
Section 3 Officers shall hold office for one year or until their
successors are elected. No officer shall be limited to the
number of terms they serve.
Section 4 The Board of Directors may from time to time appoint
additional officers or agents to hold office at the pleasure of
the board.
ARTICLE VII
Standing Committees
The Board of Directors of the corporation may appoint standing
committees as may be deemed necessary to perform the specific functions of the
corporation. The Board of Directors may specify the responsibilities of said committees
at the time of their appointment. The Chairpersons of the Standing Committees may
attend the Board meetings.
Section 1 The Standing committees are Membership, Middle School
Visitation, High School Visitation, Taste of Tsuruta,
Scholarship, Election of Board of Directors, Budget, CIR interviews &
Student Exchange to Tsuruta.
VIII
Duties of Officers
Section 1 The President shall exercise and perform the following
powers and duties.
A. Preside at all meetings of the corporation
B. Preside at all meetings of the Board of Directors.
C. Sign with the Treasurer all contracts, checks or other
obligation authorized by the Board of Directors.
D. Call special meetings of the corporation or Board of
Directors in the manner provided by these bylaws.
E. Make an annual report to the membership of the activities of
the corporation at the annual meeting.
Section 2 The vice President shall exercise and perform the following
powers and duties:
A. Discharge the duties of the President in the absence or
disability of the President
B. Perform any other duties which may be given to him / her by
the Board of Directors.
C. Shall be ready to take over when the President steps down.
Section 3 The secretary shall exercise and perform the following
powers and duties.
A. Be present at and record the minutes of all the meetings of
the Board of Directors and all meetings of the Corporation.
B. Minutes shall be emailed and or mailed to the membership
prior to the next scheduled meeting.
C. Give notice of all meetings of the corporation in a manner
provided in these bylaws.
D. Keep a file of essential records that shall be transferred to the
successor upon termination of the term of Office.
E. Keep a correct and classified list of names and addresses of
all members.
Section 4 The Treasurer shall exercise and perform the following
powers and duties:
A. Shall be responsible for all funds paid by the corporation and
for the receipt and deposit of said monies in such bank as be
designated by the Board of Directors. The funds of the
corporation shall be deposited in an account in the name of
the corporation and shall be withdrawn or disbursed by
checks bearing the signatures of the Treasurer, or President
B. May be required to obtain a bond at the discretion of the
Board of Directors in an amount determined by the Board.
The premium for any such bond shall be paid by the
corporation.
C. Shall keep a full and accurate account of all funds of the
corporation and render a report thereof at the regular
meetings of the Board of Directors and at the annual
meetings of the corporation.
D. Shall at the termination of office turn over to a successor all
the books and financial records of the corporation.
Section 5 The Student Representative shall exercise and perform the
following powers and duties.
A. Be interested in the Sister City program.
B. Attend monthly Board meetings
C. Be an actively involved student at the high school
D. Be an advocate of the high school exchange program in
October and work with the high school liaison.
E. Be aware of and support the Sister City exchange program to
Tsuruta & interaction with other students.
F. Help with the Taste of Tsuruta by being part and overseeing
the student serving committee.
ARTICLE IX
Rules of order
Robert’s Revised Rules of Order shall control the proceedings at all
meetings.
ARTICLE X
Amendments
These bylaws may be amended or repealed by majority vote of the membership voting at
the annual or special meeting, or by a majority vote of the Board of Directors at any
regular or special meeting.
ADOPTED this 13th day of January, 2009.
Revised this 21stday of June, 2010. (Article V section 4)
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