By-Laws

HOODLAND SENIOR CENTER BY-LAWS

(Revised and Board approved 11/09/2021

Article I

Name:

Section 1. The name of this organization and center shall be Hoodland Senior Center.

Article II

Purpose

Section 1. The purpose of the Hoodland Senior Center (HSC) is to serve the needs of anyone 60 years of age or older. However, in some cases services may be extended to individuals under the age of 60 years who are experiencing a short or long-term disability. The HSC service area is limited to the greater Hoodland area, defined as that area between Alder Creek and Government Camp, to include the villages of Welches, Rhododendron, Brightwood, and Zigzag.

It is our goal to develop and maintain an active senior citizen program in the Hoodland area that provides opportunities and creates an atmosphere that encourages older adults to use their skills, develop their potential, and continue their involvement in the community. It is also our intent to promote independent living for senior adults, allowing them to continue to live in their homes with dignity and safety.

Section 2. To create senior programs that will be inviting, enjoyable, informative, and designed to overcome the patterns of isolation and depression. The focus of these programs may include nutrition, recreational activities, entertainment, education, and enhanced health and welfare.

Section 3. To serve as an access point for senior services by providing outreach, referral, and transportation programs.

Section 4. To develop volunteer opportunities for all individuals interested in assisting the HSC in fulfilling our mission and responsibilities.

Article III

Objectives

Section 1. To foster community awareness of senior citizen needs, interests, and

viewpoints.

Section 2. To serve as a planning and organizing body to establish program goals.

Section 3. To assist in developing fiscal resources to operate and maintain the

HSC programs.

Section 4. To serve as an advocate in social issues facing senior citizens in the

community.

Section 5. To assist staff in ongoing monitoring and evaluation of the senior

citizen programs.

Article IV

Structure

Section 1. The HSC shall strive to become as financially self-supporting as

feasible.

Section 2. The Board of Directors of the HSC shall consist of a minimum of five members to a maximum of eight members. Board members shall be residents of our service area and shall serve for a term of two years. Board members may run for additional terms.

Section 3. Vacancies on the Board of Directors shall be filled by appointment, by the majority vote of the remaining board members, until the next election. However, if a vacancy occurs in the position of Chairperson, Vice-Chair, Secretary, or Treasurer, such vacancies shall be filled by polling the remaining board members regarding their respective interest in filling the vacancy.

Section 4. Nominations will be accepted by the Board of Directors and/or the public, as announced in the March/April Newsletter, with ballots included in the May/June newsletter. Newly elected board members shall be installed at the July board meeting.

Section 5. The Board of Directors shall be responsible for the organization

and operation of the HSC in a manner which is fully consistent with the

Articles of Incorporation and these by-laws.

Article V

Organization of the Board of Directors

Section 1.

Each member of the Board of Directors shall be entitled to one vote on all issues

presented at regular and special meetings at which the member is present.

Section 2.

There shall be an Executive Committee consisting of the elected officers as follows:

Chairperson, Vice-Chairperson, Secretary and Treasurer.

Section 3.

Duties of the Board of Directors

In addition to the regularly scheduled meetings, the Board of Directors shall

meet at the reasonable call of the Chair or of a majority of the members of the board

for the purpose of conducting the business affairs of the HSC according to the

the policies and procedures of the HSC.

The Board of Directors shall provide for all services it deems necessary

including, but not limited to:

developing the rules by which any meeting of the HSC is to

be conducted.

assisting the staff in developing fiscal resources to operate and

maintain the HSC programs.

assisting the staff in monitoring and evaluating the HSC
running the HSC when necessary.

Article VI

Officers

Section 1. Duties of Officers.

Chairperson: The Chairperson shall preside at all meetings of the Board of

Directors. The Chair shall be authorized to call special meetings as required.

The Chair shall be an ex-officio board member of all committees and shall appoint

all committee chairpersons.

Vice-Chair: It shall be the duty of the Vice-Chair to perform the duties of the

Chair in his/her absence and assist the Chair whenever required.

Secretary: The Secretary shall be responsible for recording all minutes of the

Board of Directors and Executive Committee meetings. Said minutes shall be

stored in the Hoodland Senior Center Minutes Book.

Treasurer: The Treasurer shall open and be a signer on all bank and investment

accounts. The Treasurer shall share duties with the executive director, such as creating a yearly budget and interpreting the monthly financial reports at the Board meetings.

Article VII

Committees

Section 1. The Executive Committee shall conduct necessary business and take

appropriate actions between regularly scheduled board meetings. All such action

shall be ratified by the Board of Directors at the next regularly scheduled meeting.

Section 2. Ad Hoc Committees shall be appointed at the discretion of the

Chairperson.

Article VIII

Meetings

Section 1.

Regular meetings shall be held every second Tuesday of each month

at the designated time. Any change of meeting time must be communicated to board members at least five days in advance.

Section 2.

A quorum will be a majority of voting members holding positions on the Board of Directors. In the event a quorum is not met, a board member may submit a proxy vote in writing, preferably by email.

Section 3.

Parliamentary Procedures. All parliamentary business not covered in the

by-laws of the HSC shall be governed by “Robert Rules of Order.”

Article IX

Amendments

Section 1.

All board members shall be notified of any proposed by-law changes

at least two weeks prior to the meeting at which the vote will be held.

Section 2.

The by-laws may be amended by a majority vote of the board members.

Article X

The duration of the HSC shall be perpetual. However, if for any reason

it is dissolved, upon the dissolution, the Board of Directors shall first:

Pay or make provision for the payment of all the liabilities of the HSC.

Return, transfer, or convey such assets which are held by the HSC under conditions requiring return, transfer, or conveyance in accordance with such requirements.

Any remaining assets shall be disbursed in accordance with these by-laws by the Board of Directors. Such disbursements shall be made provided that such distributions shall be to such an organization(s) organized and operated exclusively for the same objectives and purposes as the HSC, and provided that said entity, if selected by the Board of Directors, is then able and willing to receive said assets, and said entity then qualifies as an exempt organization under Section 501 c (3) of the Internal Revenue Code.

It is the purpose and intent of this Article that upon dissolution of the HSC all of its assets shall be distributed exclusively for charitable purposes under Section 501 c (3) of the Internal Revenue Code. Any assets not disposed of in the foregoing manner shall be disposed of by the court of proper jurisdiction in the county in which the principal office of the HSC is then located. Said distribution shall be exclusively for such purposes or to such organizations, as determined by said court, which are organized and operated exclusively for the purpose set out herein.

Article XI

This organization is organized exclusively for charitable purposes within meaning of section 501 c (3) of the Internal Revenue Code. Notwithstanding any other provision of these articles, the HSC shall not carry on any other activities not permitted to be carried on:

by a corporation exempt from federal income tax under section 501 c (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or

by a corporation to which contributions are deductible under section170 c (2) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue Law).

Article XII

The budget for the Hoodland Senior Center will include a fund-raised portion each

year. The Board of Directors of the HSC and HSC staff shall be responsible for meeting that obligated portion of the budget through various event efforts and HSC projects. The board members will evaluate the needs each year and plan accordingly. New events or changes in old events will have the approval of the Board of Directors. This will also include any fundraising for non-budgeted items. A fund-raising committee may be established by the board members.

Article XIII

Conflicts of Interest

Section 1. Conflict of Interest Transactions.

A conflict of interest is a transaction with the HSC in which the executive director or board member of the HSC has a direct or indirect interest. A conflict of interest is not avoidable or the basis for imposing liability on the executive director or board member if:

the transaction is fair to the HSC at the time it was entered into.
the material facts of the transaction and the executive director or board member’s interests are disclosed or known to the Board of Directors.
the Board of Directors considers and in good faith determines after reasonable investigation into the circumstances that:

the HSC entered into the transaction for its own benefit.

2. the transaction is approved by a majority vote of the Board of Directors (subject to the provisions of ORS 65.361).

For the purpose of this section, an executive director or board member of the HSC has an indirect interest in a transaction if:

an entity other than the HSC in which the executive director or board member has a material interest or in which the executive director or board member is a general partner is a party to the transaction.
an entity other than the HSC in which the executive director or board member has a material interest, or in which the executive director or board member is a director, officer, or trustee, and such entity is a party to the transaction.

For purposes of this section, a conflict of interest transaction is authorized,

approved, or ratified if it receives the affirmative vote of a majority of the

members of the Board of Directors who have no direct or indirect interest in the transaction. A transaction may not be authorized, approved, or ratified by a single member. If a majority of the Board who have no direct or indirect interest in the transaction votes to authorize, approve, or ratify a transaction, then a quorum is deemed to be present for the purpose of taking action under this section. The presence of, or a vote cast by, a board member with a direct or indirect interest in the transaction under consideration does not affect the validity of any action taken under this section if the transaction is otherwise approved as provided in this section.

Article XIII

Conflict of Interest- Continued

Section 2. Loans to or Guaranties for an Executive Director and Board Members.

The HSC may not lend money to or guarantee the obligation of an executive director

or board member of the HSC, provided, however, that the HSC may advance money to an executive director or board member of the HSC for expenses reasonably anticipated to be incurred in the performance of the duties of such executive director or board member if, in the absence of such advance payment, such executive director or board member would be entitled to be reimbursed for such expenses by the HSC.

Article XIV

Section 1. General Provisions.

Except as otherwise provided by law, the Board of Directors shall have the exclusive right to amend or repeal these by-laws. Whenever an amendment or new by-law is adopted, it shall be copied in the Minute Book with the original by-laws in the appropriate place. If any by-law is repealed, the fact of repeal and the date on which the repeal occurred shall be stated in the Minute Book.

Section 2. Books and Records.

All books, records, and accounts of the HSC shall be open to inspection by the Board of Directors or authorized external auditors, as required by law.

Article XV

The HSC will not have members as that term is defined in the Oregon

Non-Profit Corporation Act.

Article XVI

No employee or uncompensated board member shall have any personal liability to the HSC for monetary damages for conduct as an employee or board member, provided that this provision shall not be deemed to eliminate or limit the liability of an employee or board member for:

any breach of the employee or board member’s duty of loyalty to the HSC.
any unlawful distribution.
acts of omissions not in good faith or which involve intentional

misconduct or a knowing violation of law.

any transaction from which the employee or board member derived an improper personal benefit;
any act of omission in violation of ORS 65 to 65.367.

The HSC shall indemnify to the fullest extent permitted by the Oregon

Non-Profit Corporation Act any person acting in an official capacity for the HSC who is made, or threatened to be made, a party to an action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit or proceeding by or in the right of the HSC), by reason of the fact that the indemnification shall be determined in accordance with the provisions of the Oregon Non-Profit Corporation Act in effect at the time of the determination.

Revised June 1999

Retyped July 2005

Revised December 10, 2013

Revised April 2017

Revised Page 5, Section 2 – June 12, 2018

Revised November 2021