COMMUNITY VISION INTERNATIONAL
Adopted on August 24, 2001
The name of the corporation is COMMUNITY VISION INTERNATIONAL (hereinafter referred to as the corporation).
The registered office for the transaction of the corporation's business and the storage of its records is fixed and located in the state of Oregon. Unless otherwise fixed, the registered office shall be 5511 SE Hawthorne Boulevard, Portland, Oregon 97215. The Board of Directors may, at any time, change the location of the registered office to another location inside this area. The corporation may also have offices at such other places as the Board of Directors may determine and fix by resolution.
The corporation shall be organized and operated exclusively for charitable and educational purposes. Subject to the limitations stated in the Articles of Incorporation of the corporation (hereinafter referred to as the Articles), the purposes of the corporation shall be to engage in any lawful activities, none of which is for profit, for which corporations may be organized and operated under the Oregon Nonprofit Corporation Law and Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
Section 1: Purpose
The corporation's principal purpose is to enable visionary consultants to train and advise communities (social units) to facilitate socio-cultural transformation, using available resources and transferable technologies, skills and tools.
Section 2: Service Area
The corporation serves local communities, in any country, that request its assistance.
The corporation shall have no members.
Board of Directors
Section 1: Powers
The business and affairs of the corporation shall be managed by its Board of Directors, which may exercise all corporate powers of the corporation and do all such lawful acts as are not by statute, the Articles or the Bylaws, prohibited or directed to be done by others. Without limiting the general powers, the Board shall have the following powers:
(a) to select, remove and set the compensation of all officers, agents, administrators and employees;
(b) to conduct, manage and control the affairs and business of the corporation, and make rules and regulations not inconsistent with law, the Articles or these Bylaws.
(c) to negotiate contracts for the purposes of the corporation and for those purposes to cause such contracts to be executed.
(d) to borrow money and incur indebtedness for the purposes of the corporation and to cause any such promissory notes, bonds, or other evidences of debts to be delivered.
Subject to the limitations of the Articles, these Bylaws and the Oregon Nonprofit Corporation Law, the Board of Directors shall manage the business and affairs of the corporation and shall be empowered to delegate authority to elected or appointed officers, agents, administrators, or other employees, as it shall deem necessary or desirable.
Section 2: Number
The number of Directors of the corporation may vary between a minimum of three (3) Directors and a maximum of twelve (12) Directors, the exact number of which shall be fixed from time to time by resolution of the Board.
Section 3: Election
Directors shall be elected by the Directors as provided in the Articles. Directors may be elected to more than one term of office.
Section 4: Voting
(a) The quorum shall be the number of Directors present at the meeting.
(b) Except as provided under the Oregon Nonprofit Corporation Law, the Articles or these Bylaws, an act shall be the action of the Board, when:
(1) Such act is voted on at a meeting called pursuant to Section 6 of this Article V and the act received the supporting vote of the majority of the total number of the Directors present at the meeting, or
(2) Such act is approved in writing by all of the Directors serving on the Board pursuant to Section 7 of this Article V.
Section 5: Term of Office
The term of office of each Director of the corporation shall be two (2) years, and a Director may serve an unlimited number of terms, whether consecutive or not.
Section 6: Meetings
(a) General Any meeting of the Board of Directors shall be held at any place and at any time that has been designated by resolution of the Board or by written notice of all members of the Board.
(b) Annual Meeting The annual meeting of the Board of Directors shall be held in the month of September or October of each year at such a place as may be designated in the notice of the meeting. Written notice of the time and the place of the annual meeting shall be delivered either in person or by post to each Director no less than fourteen (14) days nor more than thirty (30) days prior to the date of said meeting.
(c) Regular Meetings Regular meetings of the Board of Directors shall be held at least monthly (when possible) at a time and place or in a manner as shall be determined by the Board. Written notice of such meetings, which will generally include the agenda of the meeting, shall be delivered to each Director personally or by e-mail or by post, not less than three days prior to the said regular meeting.
(d) Special Meetings Special meetings of the Board of Directors may be called by any Director. Notice of special meetings of the Board, which will generally include the agenda of the meeting, shall be sent via e-mail or delivered to each Director personally or by e-mail or by telephone or by post not less than twenty four (24) hours prior to said special meeting.
(e) Waiver of Notice Whenever any notice whatsoever is required to be given to any Director under the provisions of the Oregon Nonprofit Corporation Law or under the provisions of the Articles or these Bylaws, a written waiver of notice signed by the person or persons entitled to such notice (whether signed before or after the time such notice is required to be given) shall be deemed equivalent to the giving of such notice. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting.
(f) Special Rule If the procedures of (c), (d) and (e) have not been satisfied, a meeting shall be valid only if each Director not present at such meeting signs a written approval of the minutes of such meeting.
Section 7: Action Without Meeting
Except as prohibited by the Oregon Nonprofit Corporation Law and except as provided in the Articles or these Bylaws, any action by the Board of Directors may be taken without a meeting if all Directors consent in writing to such action. Such written consent setting forth the action shall be filed with the minutes of the proceedings of the Board.
Section 8: Regional Executive Teams
The Board of Directors may appoint Regional Executive Teams, which shall consist of at least three corporation Associates (see Article VIII). Other appointments to the Regional Executive Teams shall be ratified by the Board at a regular meeting or at a special meeting called for that purpose.
Regional Executive Teams may meet at stated times or upon notice to all of its members.
The Board may delegate to Regional Executive Teams the authority to exercise all powers of the Board in their regions; provided however that the Regional Executive Teams shall not have the authority of the Board in the following matters:
(a) amending, altering or repealing these Bylaws;
(b) electing, appointing or removing any Director or Officer of the corporation;
(c) amending the Articles;
(d) adopting a plan of merger or adopting a plan of consolidation with another corporation;
incurring debt in behalf of the Corporation without written authorization;
(g) authorizing the voluntary dissolution of the corporation or revoking proceedings thereof;
(h) adopting a plan of the distribution of the assets of the corporation;
(i) selling or transferring corporation copyrights or modifying corporation products without written authorization; or
(j) amending, altering or repealing any resolution of the Board which by its terms provides that it shall not be amended, altered or repealed by Regional Executive Teams.
The designation and appointment of the Regional Executive Teams and the delegation thereto of authority shall not operate to relieve the Board or any individual Director of any responsibility imposed upon the Board or individual Director by law. All matters transacted by a Regional Executive Team in the name of the corporation shall be reported to and ratified by the Board.
Section 9: Task Groups
The Board of Directors or a Regional Executive Team or a Regional Executive Team member may appoint a Task Group for purposes set forth by the Board or a Regional Executive Team. The Board or a Regional Executive Team can delegate to a Task Group such powers as are necessary and proper. All matters transacted by a Task Group in the name of the corporation shall be reported to and ratified by the corresponding Regional Executive Team or the Board (in the absence of a Regional Executive Team) at its next regular or special meeting.
Section 10: Compensation (Amended 1/24/02)
Directors of this corporation are not allowed to receive compensation for their services as Directors. Directors may, however, be reimbursed by the corporation for approved and reported out-of-pocket expenses (e.g., materials, meals, room rental, travel, etc.) associated with board activities.
Directors who also serve as independent contractors (associates) on officer-approved projects (non-board and non-officer activities) can be compensated as independent contractors for their time devoted to such projects. The basis for their compensation, however, will be the same as for all associates, one pre-determined maximum per year per region, applicable to all associates in the region, and pro-rated according to time devoted to officer-approved programs and projects within the region. See Article VIII: Associates.
Section 11: Removal
Any Director may be removed from the Board of Directors by the Directors whenever the Directors determine that such removal will serve the best interest of the corporation. Such removal must be in compliance with the following procedures:
(a) The Director in question must be given reasonable prior notice of the impending action and reasonable opportunity to speak before the Board at the annual meeting.
(b) A Director may be removed only by an affirmative vote of the majority of the Directors present at the meeting.
Section 1: Officers
The officers of the corporation shall consist of a President, Vice Presidents, and such other officers as the Board of Directors may elect. The Treasurer function shall be served by either a Treasurer (Officer) or a qualified independent, outsourced entity. The Secretary function will generally be performed by one of the above officers.
Section 2: Eligibility
All officers of the corporation must be Directors. One person can occupy only one office; provided, however, that one person may also occupy the office of Secretary or Treasurer.
Section 3: Election
The Board of Directors shall elect the President, the Vice Presidents, Secretary and the Treasurer (if Treasurer function is not provided by an outsourced entity).
Section 4: Term
The term of office for all officers shall be one (1) year. Officers may be elected to successive terms of office.
Section 5: Vacancy
A vacancy in any office shall be filled by the Board of Directors no later than the third regular meeting of the Board following such vacancy.
Section 6: Compensation (Amended 1/24/02)
Officers of this corporation are not allowed to receive compensation for their services as officers. Officers may, however, be reimbursed by the corporation for reported out-of-pocket expenses (e.g., materials, supplies, meals, room rental, travel, etc.) and officer-approved operating expenses (e.g., internet services, resources, training, computing equipment, software, etc.) associated with officer activities.
Officers who also serve as independent contractors (associates) on officer-approved programs and projects (non-board and non-officer activities) can be compensated as independent contractors for their time devoted to such programs and projects. The basis for their compensation, however, will be the same as for all associates, one pre-determined maximum per year per region, applicable to all associates in the region, and pro-rated according to time devoted to officer-approved programs and projects within the region. See Article VIII: Associates.
Section 7: Duties and Powers
(a) President The President (subject to the Board of Directors, these Bylaws, the Articles, and the federal and state law) shall be the executive Officer of the corporation having the responsibility for the general oversight, direction, facilitation and management of the affairs of the corporation. The President shall preside at all meetings of the Board, and shall see that all of the orders and resolutions of the Board are carried into effect. The President shall have any other powers and duties as may be prescribed from time to time by the Board.
(b) Vice Presidents In the absence or disability of the President, the Vice Presidents shall perform the duties and exercise the powers of the President. Each Vice President shall assist in overseeing the development and operation of the corporation, and shall oversee the development and operation of at least one major focus of the corporation. Vice Presidents shall have any other powers and duties as may be prescribed from time to time by the Board.
(c) Secretary The Secretary shall have the overall responsibility to keep a full and complete record of the proceedings of the meetings of the Board of Directors. In addition, the Officer shall perform, or cause to be performed, the following duties: official listing of the current Directors, and Officers, official notice of all meetings of the Board and its actions; and any other duties and powers as may be prescribed by the Board.
(d) Treasurer The Treasurer or its outsourced representative shall have the overall responsibility for all record keeping, receipt of corporate funds and disbursement of corporate funds. The Treasurer function shall perform, or cause to be performed, the following duties: safe receipt of all funds of the corporation and deposit of all funds into banks that may be designated by the Board of Directors; authorization of all disbursement of corporate funds, including payment of all liabilities of the corporation on a timely basis; making regular financial reports as to the financial condition of the corporation to the Board, as arranged with the Board; and any other duties as may be prescribed by the Board.
Section 8: Liability
No Director or Officer shall be liable to the corporation for monetary damages for conduct as a Director or Officer, except where the conduct is:
(a) a breach of the Director’s or Officer's duty of loyalty to the corporation;
(b) an act or omission not in good faith or that involves the intentional misconduct or a knowing violation of the law;
(c) any unlawful distribution;
(d) any transaction from which the Director or Officer derived an improper personal benefit;
(e) any act or omission in violation of the Oregon Nonprofit Corporation Law.
Section 9: Indemnification
The corporation shall indemnify a Director or Officer in the defense of any proceeding to which the Director or Officer was a party because of his or her position with the corporation, against reasonable expenses incurred by such party in connection with the proceeding.
Section 10: Removal
Any Officer may be removed from office before expiration of his/her term by a majority vote of the Board of Directors.
The Board of Directors may appoint recognized leaders to an Advisory Council, which will be called upon to provide general counsel to the Board.
Section 1: Term of Office
The term of office of each member of the Advisory Council shall be one (1) year, and a member may serve an unlimited number of terms, whether consecutive or not.
Section 2: Meetings
The President of the corporation shall call and chair meetings with members of the Advisory Council.
Associates (Amended 1/24/02)
Corporation Directors and Officers are defacto associates. Other individuals may make formal application to become corporation associates.
The Board of Directors or any Regional Executive Team, as it shall deem necessary or desirable, may appoint or dismiss associates in accordance with corporation requirements and procedures.
All associates’ shall serve as independent contractors: volunteer, part-time or full-time. All associates’ compensation (one pre-determined maximum per year per region, applicable to all associates in the region, and pro-rated according to time devoted to officer-approved programs and projects within the region) will be set by the Board of Directors or by Regional Executive Teams (outside the United States), and may be paid from contributions received, from fees for services, and from the sale of products provided to their audiences and clients.
Associates may also be reimbursed from the same sources and from grants for reported, service expenses.
Agents and Employees
The Board of Directors, as it shall deem necessary or desirable, may appoint and set terms, authority, duties and compensation of agents, administrators, coordinators and other employees.
It shall be the policy of the corporation not to discriminate against any person on the basis of race, sex, national origin, or handicaps. This policy includes, but is not exclusive of: hiring, firing, layoffs, promotions, wages, training, disciplinary action or any other terms, privileges, conditions or benefits of employment, and the providing of any services or activities of the corporation.
These Bylaws may be amended or repealed, and new Bylaws adopted, by the vote of two-thirds (2/3) of the Directors present at a meeting held for the particular purpose of amending Bylaws.