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Science Integration
Institute: Bylaws
(Adopted on September
4, 1998)
Article
I: Purpose
This corporation
shall be organized and operated exclusively for charitable, scientific,
literary, religious, and educational purposes. Subject to the limitations
stated in the Articles of Incorporation, the purposes of this corporation
shall be to engage in any lawful activities, none of which are for
profit, for which corporations may be organized under Chapter 65
of the Oregon Revised Statutes (or its corresponding future provisions)
and section 501(c)(3) of the Internal Revenue Code of 1954 (or its
corresponding future provisions).
This corporation's
primary purpose shall be to conduct and support research and educational
activities which use the process of science, and the insights gained
about the universe by modern science, as tools to aid individuals
in constructing realistic and meaningful views of their role in
the Universe.
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Article
II: Nonmembership
This corporation
shall have no members.
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Article
III: Board of Directors
Section 1. Duties
The affairs of
the corporation shall be managed by the Board of Directors.
Section 2. Number
The number of
Directors may vary between a minimum of three and a maximum of twenty.
Section 3. Term
and Election
The term of office
for Directors shall be one year. A Director may be reelected without
limitation on the number of terms s/he may serve. The board shall
elect its own members, except that a Director shall not vote on
that member's own position.
Section 4. Removal
Any Director
may be removed, with or without cause, by a vote of two-thirds of
the Directors then in office.
Section 5. Vacancies
Vacancies on
the Board of Directors and newly created board positions will be
filled by a majority vote of the Directors then on the Board of
Directors.
Section 6. Quorum
and Action
A quorum at a
board meeting shall be a majority of the number of Directors prescribed
by the Board, or if no number is prescribed, a majority of the number
in office immediately before then meeting begins. If a quorum is
present, action is taken by a majority vote of the directors present,
except as otherwise provided by these bylaws. Where the law requires
a majority vote of the directors in office to establish committees
to exercise Board functions, to amend the Articles of Incorporation,
to sell assets not in the regular course of business, to merge,
or to dissolve, or for other matters, such action is taken by that
majority as required by law.
Section 7. Regular
Meetings
Regular meetings
of the Board of Directors shall be held at the time and place to
be determined by the Board of Directors. No other notice of the
date, time, place, or purpose of these meetings is required.
Section 8. Special
Meetings
Special meetings
of the Board of Directors shall be held at the time and place to
be determined by the Board of Directors. Notice of such meetings,
describing the date, time, place, and purpose of the meeting, shall
be delivered to each Director personally or by telephone of by mail
not less than two days prior to the special meeting.
Section 9. Meeting
by Telecommunication
Any regular or
special meeting of the Board of Directors may be held by telephone
or telecommunications in which all Directors participating may hear
each other.
Section 10.
No Salary
Directors shall
not receive salaries for their Board services, but may be reimbursed
for expenses related to Board service.
Section 11.
Action by Consent
Any action required
by law to be taken at a meeting of the board, or any action which
may be taken at a board meeting, may be taken without a meeting
if a consent in writing, setting forth the action to be taken or
so taken, shall be signed by all the Directors.
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Article
IV: Committees
Section 1. Executive
Committee
The Board of
Directors may elect an Executive Committee. The Executive Committee
shall have the power to make on-going decisions between Board meetings
and shall have the power to make financial and budgetary decisions.
Section 2. Other
Committees
The Board of
Directors may establish such other committees as it deems necessary
and desirable. Such committees may exercise functions of the Board
of Directors or may be advisory committees.
Section 3. Composition
of Committees Exercising Board Functions
Any committee
that exercises any function of the Board of Directors shall be composed
of two or more Directors, elected by the Board of Directors by a
majority vote of the Directors prescribed by the Board, or if no
number is prescribed, of all Directors in office at that time.
Section 4. Quorum
and Action
A quorum at a
Committee meeting exercising Board functions shall be a majority
of all Committee members in office immediately before the meeting
begins. If a quorum is present, action is taken by a majority vote
of Directors present.
Section 5. Limitations
on the Powers of Committees
No committee
may authorize payment of a dividend or any part of the income or
profit of the corporation to its directors or officers; may approve
dissolution, merger, or the sale, pledge, or transfer of all or
substantially all of the corporation's assets; may elect, appoint,
or remove, directors or fill vacancies on the board or on any of
its committees; nor may adopt, amend, or repeal the Articles, Bylaws,
or any resolution by the Board of Directors.
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Article
V: Officers
Section 1. Titles
The officers
of this corporation shall be the President, the Secretary, and Treasurer.
Section 2. Election
The Board of
Directors shall elect the President, Treasurer, and Secretary to
serve one year terms. An officer may be reelected without limitation
on the number of terms the officer may serve.
Section 3. Vacancy
A vacancy of
the office of President, Treasurer, or Secretary shall be filled
not later than the first regular meeting of the Board of Directors
following the vacancy.
Section 4. Other
Officers
The Board of
Directors may elect or appoint other officers, agents, and employees
as it shall deem necessary and desirable. They shall hold their
offices for such terms, and have such authority and perform such
duties as shall be determined by the Board of Directors.
Section 5. President
The President
shall be the chief officer of the corporation and shall act as the
Chair of the Board. The President shall have any other powers and
duties as may be prescribed by the Board of Directors.
Section 6. Secretary
The Secretary
shall have overall responsibility for all recordkeeping. The Secretary
shall perform, or cause to be performed, the following duties: (a)
official recording of the minutes of all proceedings of the Board
of Directors meetings and actions; (b) provision for notice of all
meetings of the Board of Directors; (c) authentication of the records
of the corporation; (d) any other duties as may be prescribed by
the Board of Directors.
Section 7. Treasurer
The Treasurer
shall have overall responsibility for corporate funds. The Treasurer
shall perform, or cause to be performed, the following duties: (a)
keeping of full and accurate accounts of all financial records of
the corporation; (b) deposit of all monies and other valuable effects
in the name and to the credit of the corporation in such depositories
as may be designated by the Board of Directors; (c) disbursement
of all funds when proper to do so; (d) making financial reports
as to the financial condition of the corporation to the Board of
Directors; and (e) any other duties as may be prescribed by the
Board of Directors.
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Article
VI: Corporate Indemnity
This corporation
will indemnify its officers and directors to the fullest extent
allowed by Oregon law.
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Article
VII: Amendments to Bylaws
These Bylaws
may be amended or repealed, and new Bylaws adopted, by the Board
of Directors by a majority vote of directors present, if a quorum
is present. Prior to the adoption of the amendment, each Director
shall be given at least two days notice of the date, time, and place
of the meeting at which the proposed amendment is to be considered,
and the notice shall contain a copy of the proposed amendment.
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Article
VIII : Financial Support
In keeping with
its mission to provide scientific research and education directly
tied to the construction of individual worldviews, the corporation
shall seek to derive its financial support primarily from contributions
by the general public which it serves, and from the distribution
of publications and educational programs presenting the results
of the research undertaken.
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