Bylaws for the Oregon Chapter of the Lewis & Clark Trail Heritage Foundation, Inc.


ARTICLE I - PURPOSE

Section 1. The Oregon Chapter ("Chapter") exists to encourage, support and undertake, either individually or jointly with government agencies or others, projects that stimulate and advance public knowledge and awareness of the historic, social and cultural significance of the Lewis and Clark Expedition. This chapter is affiliated with the National Lewis and Clark Trail Heritage Foundation, Inc. ("National Foundation").

Section 2. The activities of the Chapter are intended to complement and supplement those of the National Foundation, including locating Expedition related sites and monitoring their condition and the status of interpretive facilities within Oregon and alerting the National Foundation to any threats to such sites or needed facility improvements.

Section 3. The directors of the Chapter may appropriately recognize and honor individuals or groups for acts of distinction or achievement in the broad field of Lewis and Clark Expedition historical research, writing, or deed which promotes the general purpose and scope of activities of the Chapter. Such recognition may include scholarships, awards or grants in amounts to be determined by the Board of Directors. Payment for or towards publication of worthy Lewis and Clark research papers and writings may also be authorized by the Board of Directors when found to be merited.

ARTICLE II - MEMBERSHIP AND DUES

Section 1. Upon payment of dues to the Oregon Chapter, membership is open to any person, family, firm, association or corporation.

Section 2. The Chapter membership dues, in an amount determined by the Board of Directors, shall be payable on an annual basis in January of each year.

Section 3. Each membership of the Chapter shall have no more than one vote at Chapter meetings. If a member is unable to attend a meeting in person, the member may vote by written proxy submitted to the Secretary at any time before any scheduled meeting.

Section 4. Honorary members shall be such persons as are elected by a majority vote of the Board of Directors, chosen because of eminence in the field of historical arts or letters, or because of special services or outstanding interest in the work of the Foundation. Honorary members shall not be required to pay dues.

ARTICLE III - BOARD MEMBERS, OFFICERS AND DUTIES

Section 1. Officers of the Chapter shall be a President, Vice-President, Secretary and a Treasurer who shall be elected by the membership at an annual meeting. The term of office is two years, with President and Secretary being elected in odd numbered years and Vice-President and Treasurer being elected in even numbered years. There shall be six directors elected in the same manner for three-year terms. Director positions are staggered as well, with two directors being elected each year. Officers and directors shall take office on January 1 following the election. There are no term limits for any Officer or Director position. In addition, there are two Ex Officio directors who are not elected and who hold voting privileges. The first Ex Officio position is reserved for the current supervisor of Fort Clatsop National Memorial. The second Ex Officio position is reserved for the chapter's immediate past president. The officers and directors shall meet periodically to act on behalf of the chapter, to provide guidance and to propose matters for the chapter to discuss and bring to a vote. The Board of Directors shall consist of the four officers, six directors and two Ex Officio directors.
  1. The President shall preside at all meetings of the Chapter and the Board of Directors. The President will coordinate the activities and promote the objectives of the Chapter and perform all duties as are ordinarily incident to the office.

  2. The Vice-President shall assist the President and perform all duties as are ordinarily incident to the office. In the case of absence or inability of the President, the duties of the office shall be performed by the Vice-President.

  3. The Secretary shall take the minutes of the proceedings of all Chapter meetings and maintain a permanent record of the minutes, shall read the report of the Board of Directors, and shall perform all other duties ordinarily incident to that office. The Secretary shall handle the correspondence of the Chapter.

  4. The Treasurer shall be the financial officer of the Chapter. The Treasurer shall receive all dues and any other monies received by the Chapter, and deposit all monies in a bank designated by the Board of Directors. No monies shall inure to the benefit of any individual member. Disbursement will be made only upon sanction of the Board of Directors. A report on the financial status of the chapter shall be submitted to the membership at each quarterly meeting, and a full report made at the end of the calendar year of all receipts and disbursements during the preceding calendar year.

  5. Gender and geographical balance should be considered for all offices and committees, but no one should be barred from serving based solely on geography or gender.

Section 2. Any officer or board member may be removed by a majority vote of the membership for malfeasance. An officer or board member unable to complete a term of office shall be replaced by the Board of Directors, who shall appoint a replacement to complete the term of office.

Section 3. Board of Directors meetings must have a quorum of seven members. No quorum is required for membership meetings.

Section 4. Robert's Rules of Order shall be used for all meetings as the authority for matters of procedure.

Section 5. Board members unable to attend a meeting may vote on a particular issue or issues by proxy, but are not considered part of the quorum requirement.

Section 6. Meetings of the Board of Directors may be held on the call of the President following seven days notice.

ARTICLE IV - COMMITTEES

Section 1. There shall be three standing committees: Program, Finance and Membership. Committee members and chairpersons shall be appointed by the President and shall serve for one year terms. The scope of duties and responsibilities of these committees shall be defined by the Board of Directors.

Section 2. The Board of Directors shall appoint a nominating committee consisting of a chairperson and two members. The nominating committee shall select a candidate for each office and for other positions on the Board of Directors and shall conduct all business of the election to include preparation of the ballot. The report of the nominating committee shall be filed with the Secretary at least 30 days prior to the autumn (annual) meeting so that a timely mailing can be made to the membership.

Section 3. Committee meetings shall be called by the Committee Chairperson or the Chapter President.

Section 4. Additional committees shall be established as needed by the Board of Directors.

ARTICLE V - MEETINGS

Section 1. There will be a minimum of four regular meetings of the Chapter each year. There will be an April meeting, a summer meeting, the National Convention and an autumn (annual) meeting. The President can call for meetings at other times with the approval of the Board of Directors. The membership must be notified of meetings in writing at least three weeks in advance. The annual meeting and election of officers and board members will be held at the autumn meeting.

Section 2. Special meetings may be called by the President by direction of the Board of Directors. Special meetings may be also called by the President at the written request of nine members in good standing. The membership shall be notified of such special meetings and its purpose three weeks prior to such meeting so members have an opportunity to attend or to vote by proxy. A quorum shall consist of seven voting members. Proxy votes shall not be counted towards the establishment of a quorum.

ARTICLE VI - AMENDMENTS

Section 1. These bylaws may be amended by a majority vote of the members present at any regular or special meeting. Prior written notice of the amendment shall be sent to the membership three weeks in advance of the meeting.

ARTICLE VII - DISSOLUTION

Section 1. A vote of the membership may dissolve the Chapter. Following the dissolution any assets of the Chapter shall go to the National Foundation.

For information on joining the National Lewis & Clark Trail Heritage Foundation click here.

For information on joining the Oregon State Chapter click here.

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Posted: October 3, 1998
Updated: October 19, 2001

Send Questions, Comments and Corrections to Dick Hohnbaum.