Bylaws of the
Association of Oregon Rail and Transit Advocates
ARTICLE I - Name, Purpose and Membership
1. Name. The name of this organization shall be the Oregon Association of Railway Passengers (OreARP), also doing business as Association of Oregon Rail and Transit Advocates (AORTA).
2. Purpose. The purpose of OreARP shall be to encourage the development of a balanced and integrated system of transportation for people and freight within and beyond the State of Oregon, and to educate the public about the need for sustainable, fiscally responsible, environmentally sound transportation.
3.1 Members, General. A member is any person who has paid membership dues within the current year or the immediately preceding year.
3.2 Active Member. An active member is a person whose dues are current. An active member is entitled to all the benefits of membership, including voting and the newsletter, and all other benefits established by the board.
3.3 Inactive Members. Any member whose dues are not current shall be considered to be an “inactive member,” and shall not be entitled to vote in any membership, chapter or board meeting, and shall not routinely receive the newsletter.
3.4 Honorary Member. The Board may establish, and designate benefits for, honorary members.
3.5 Dues. The rate of dues shall be established by the Board of Directors. Unless otherwise specified by the Board, dues shall be based upon a twelve month period.
3.6 Discrimination. OreARP offers membership, programs, activities and materials without regard to race, color, national origin, gender, sexual orientation, age or disability.
ARTICLE II - Meetings
1. Annual Meeting. The annual membership meeting of OreARP shall be held on the second Saturday of October each year, unless the Board of Directors approves another date.
2. Special Meetings. A special membership shall be held when called by a majority of the Board of Directors after reasonable advance notice to the membership. A special membership meeting may also be called by petition to the Board signed by at least 10% of the active membership.
3. Rules. All membership, Board and Chapter meetings shall be conducted according to Robert’s Rules of Order, Newly Revised.
4. Agenda. Any member of OreARP may add an item to the agenda by contacting the President in sufficient time to allow the President to give notice of the agenda item in the OreARP newsletter or meeting announcement. Agenda items may be added at a Board meeting with the consent of the Board, or in the case of a membership meeting or chapter meeting, with the consent of the members present.
5. Location. Membership meetings may be held in various locations to encourage participation by members and prospective members throughout the state.
ARTICLE III - Board of Directors
1. General Powers. The business and property of OreARP shall be managed and controlled by the Board of Directors. The Board shall have the power and authority to make resolutions consistent with the laws of the State of Oregon and the Bylaws of OreARP to:
1.1 Guide the officers and committees of OreARP in the transaction of OreARP’s business;
1.2 Adopt an annual budget and to expend funds for lawful OreARP purposes;
1.3 Adopt policy, recommend policy to the membership, and interpret and implement policy; and
1.4 Exercise all powers necessary for the transaction of OreARP’s business, except as reserved by the membership.
2. Make up. The Board shall consist of six Directors-at-Large, Chapter Directors, and any Officer who is not a Director at time of election.
2.1 Directors-at-large. Three Directors-at-Large shall be elected by the membership to serve on the Board of Directors for two year terms at each annual membership meeting.
2.1a Directors-at-Large shall be elected by the membership to serve on the Board of Directors for two years at each annual membership meeting.
2.1b Directors-at-Large shall qualify and begin their term of office on the first of January following the annual membership meeting. Exception: When appointed to fill a vacancy, the person shall immediately qualify.
2.2 Chapter Directors. Chapter Directors shall be elected at the local Chapter (see Article V) meeting to serve one years terms.
2.2a Chapter Directors shall be elected by a majority of active members in the chapter present at the Chapter meeting held in September, or at such other time designated by the local chapter. NOTE: The intent is that Chapter Directors be elected prior to the Annual Membership Meeting.
2.2b Chapter Directors shall qualify and begin their term of office on the first of January following the annual membership meeting.
2.2c Each local Chapter shall be entitled to one Director, except that the Portland Area Chapter shall be entitled to qualify two Directors, should a Portland Chapter be qualified.
3. Qualifications. A Director and Officer (see Article IV) shall be deemed to be qualified if she or he is an active member of OreARP, a member of the National Association of Railroad Passengers, a resident of Oregon and at least 18 years of age. Should a person elected as a Director notify the Board that he/she is not able to pay NARP dues, the Board may elect to pay dues in behalf of said member.
4. Vacancies. Whenever a vacancy occurs on the Board of Directors by death, resignation, disqualification or from any other cause, the vacancy shall be filled at a regular or special meeting of the membership or a meeting of the local chapter, whichever elected the Director. The Director so elected to fill the vacancy shall hold office for the unexpired term of the Director for whom he or she succeeds, and until his or her successor shall have been elected and shall have been qualified. Vacancies may be filled on an interim basis by the President.
5. Removal. A Director may be removed by the Board of Directors if such Director fails to attend three consecutive meetings of the Board of Directors, unless excused by the President for good and sufficient cause prior to the meeting so missed. A Director shall be removed if such Director fails to qualify as a Director or for good and sufficient cause. Removal of a Director shall be by 2/3 vote of the Board.
6. Meetings. The Board of Directors shall meet on the fourth Saturday of January of each year, unless the Board votes otherwise, and shall meet again at intervals not to exceed three months, except that any membership meeting shall substitute for the requirement for a Board meeting. Meetings of the Board shall be held only after reasonable notice is given to each Director and Officer when called by the President or any two Directors. A special meeting of the Board shall be held after reasonable advance notice is given to each Director and Officer when called by the President. All meetings of the Board shall be open to the membership.
7. Quorum. A majority of the members of the Board of Directors shall constitute a quorum.
8. Proxy. If a board member is unable to attend a board meeting, the board member may designate a proxy. In order to designate a proxy the absent board member must communicate the designation a signed and dated statement, specifying the date of the meeting for which the proxy is valid, or communicate the designation of the proxy by telephone to the President or Vice President, and at least one other board member. The person designated as proxy must be an active member and must not be another board member.
9. Meeting Locations. Board of Directors meeting may be held in various locations to encourage participation by members and prospective members throughout the state, or by telephone or by mail.
ARTICLE IV - Officers and Officer Duties
1. Officers. The officers of OreARP shall consist of a President, a Vice-President, a Secretary, and a Treasurer, all of whom shall serve as members of the Board of Directors.
2. Election and Term of Office.
2.1 The term of office shall begin on the first of January following the Annual Membership Meeting.
2.2 The President shall serve no more than two consecutive terms. No person shall simultaneously hold more than one statewide office of OreARP.
3. Vacancies. Whenever any vacancy shall occur with one of the officers for any cause, the vacancy shall be filled at the next regular or special meeting of the Board of Directors. An officer so elected shall fill the vacancy for the unexpired term of the officer succeeded, and until a successor shall have been elected and shall have qualified. Vacancies may be filled on an interim basis by the President. An acting officer may be appointed by the President in the absence or unavailability of a duly elected and qualified officer.
4. Removal. An officer shall be removed by the Board of Directors if such officer fails to attend a total of three consecutive membership of Board of Directors meetings, unless excused by the President for good and sufficient cause. An officer shall be removed if such officer fails to qualify or for good and sufficient cause.
5. President. The President shall preside at all meetings of the Board of Directors and all meetings of the membership and shall perform such other duties as either the Board of Directors or the membership may authorize or are required or authorized by the Bylaws. The President shall appoint the editorial board of the OreARP newsletter, committees and such committee chairs as deemed necessary.
6. Vice-President. The Vice-President shall perform the duties of the President in the President’s absence or unavailability.
7. Secretary. The Secretary shall record and maintain the minutes of all membership and Board of Directors meetings, and shall perform other duties as assigned by the Board.
8. Treasurer. The Treasurer shall have charge of all funds belonging to OreARP and shall keep and deposit same for and on behalf of OreARP in an insured bank or banks in such manner as designated by the Board of Directors. The Treasurer shall make a financial report, verbally or in writing, to the President each month and at each membership meeting and Board of Directors meeting. The Treasurer shall maintain a roster of all active OreARP members.
9. Past-President. The most recent past President may be an officer and serve on the Board of Directors unless otherwise not qualified.
10. Funds. All funds of OreARP shall be under the supervision of the Board of Directors and shall be handled and disposed in such manner and by such officers and agents or OreARP as the Board of Directors may authorize by resolutions from time to time.
11. Bills, Checks, etc. All bills, payable notes, checks, drafts, warrants, agreements and other instruments or contracts shall be signed by the Treasurer and, unless directed by the President, countersigned by the President or Vice-President.
12. Committee Chairs. The committee chairs, in conjunction with the President, may name such members of the committee as they deem necessary and appropriate. The committee members shall be subject to the ratification of the President of OreARP. The committee chairs or members of the committee need not be members of OreARP or qualify as an officer or director.
ARTICLE V - Local Chapters
1. A local Chapter shall qualify each year on the anniversary date of its original qualification after certifying to the President that:
1.1 There has been elected a local Chapter Chair and such other officers as deemed necessary by the Chapter; and
1.2 There are at least five members of OreARP actively participating in the affairs of the local chapter.
2. A local Chapter shall plan and carry out projects and activities consistent with and in furtherance of the purpose of OreARP.
ARTICLE VI - Fiscal Year
The fiscal year of OreARP shall be the calendar year.
ARTICLE VII - Amendments to Bylaws
The Bylaws may be modified or repealed and new bylaws be adopted by the Board of Directors by a two-thirds majority vote of the Directors present at any Board of Directors meeting, provided that the Board of Directors has provided reasonable notice of any change to the membership preceding the meeting at which the action is to be taken. Upon such action by the Board of Directors, a referendum may be held upon the written petition of not less than ten members, and the Board of Directors’ action may be nullified by a two-thirds majority vote of all membership in the referendum taken at any membership meeting or by mail.
ARTICLE VIII - Dissolution
1. The organization may be dissolved by 2/3 vote of the membership present at a special meeting called for the purpose of dissolution. Notice of the meeting shall specify that dissolution shall be considered. Notice must be mailed to members at least two weeks before the meeting.
2. In the event of dissolution, the assets of OreARP shall first be granted to the National Association of Railroad Passengers or other IRS 501(c)(3) nonprofit entity as may be agreed by majority of the membership present.