American Outlaws Portland Chapter, Inc.
The name of the Corporation is American Outlaws Portland Chapter, Inc. (the “Chapter”).
1. PRINCIPAL OFFICE. The principal office of the Corporation is located in Multnomah County, State of Oregon.
2. CHANGE OF ADDRESS. The designation of the county or state of the Corporation’s principal office may be changed by amendment of these Bylaws. The Board of Directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment to these Bylaws:
New Address: ____________________________________________________________
New Address: ____________________________________________________________
New Address: ____________________________________________________________
3. OTHER OFFICES. The Corporation may also have offices at other places, within or without its state of incorporation, where it is qualified to do business, as its business activities may require, and as the Board of Directors may, from time to time, designate.
1. IRC SECTION 501(C)(7) PURPOSES. The Corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(7) of the Internal Revenue Code, as amended from time to time.
2. SPECIFIC OBJECTIVES AND PURPOSES. The purposes of this Chapter are to:
a. Promote, encourage, and facilitate an atmosphere where all are welcome to join in and become a part of activities related to United States National Soccer.
b. Promote, encourage, and facilitate membership in the American Outlaws, Inc. (“AO” or the “Organization”).
c. Support and promote the mission, vision, goals, and objectives of AO through activities and services within the chapter.
The Chapter is a constituent of American Outlaws, Inc., a corporation formally incorporated under the Nebraska Nonprofit Corporation Act (Laws 1996, LB 681), whose Articles of Incorporation and Bylaws and action taken under their authority supersedes and controls these Bylaws and action taken under their authority.
The Chapter shall not discriminate on the basis of ancestry, color, or race; cultural or ethnic background; economic disadvantage; ideological, philosophical, or political belief or affiliation; marital or parental status; national or regional origin; physical disability; religion or religious or denominational affiliation; sex or sexual orientation; or age. The Chapter shall not encourage or condone discrimination, either implicitly or explicitly, and shall actively discourage discrimination on any such basis.
1. MEMBERS. As provided by Article VII of the National Bylaws of American Outlaws, Inc., the membership of this Chapter shall be composed of those persons who are members of American Outlaws, Inc. who reside in or near metro Portland, Oregon.
2. ELIGIBILITY FOR MEMBERSHIP. As provided in Article VI of the National Bylaws of American Outlaws, Inc., any person shall be qualified to become a member upon payment of the initial dues and shall continue as a member upon paying the annual dues, except that a previously expelled member under (3) through (5) of Article VI, Section 4 of the National Bylaws shall not be qualified to become a member.
3. CLASSIFICATIONS OF CHAPTER MEMBERSHIP. There shall be one class of members.
4. DURATION. The duration of a membership shall be one (1) calendar year. Chapter membership is not transferable to another person. All chapter members with voting privileges must maintain a current membership with AO.
5. VOTING PRIVILEGES. All members shall have voting privileges.
6. TERMINATION OF CHAPTER MEMBERSHIP. Chapter Membership is a privilege, which requires an appropriate commitment from each Chapter Member. Each Chapter Member shall accept the responsibilities of Chapter Membership, and by acceptance agrees to promote AO and the Chapter. In the event a Chapter Member fails to meet these requirements, they may be asked to relinquish their Chapter Membership in accordance with the following conditions:
a. Expulsion. Any Chapter Member, who (1) fails to satisfy the membership criteria; (2) violates any member rules adopted from time to time by the Board of Directors; (3) violates the National Bylaws, the National Code of Conduct, or the Bylaws of any Chapter; or (4) otherwise engages in unworthy conduct tending to bring disrepute on the Organization may be called before the Chapter Board of Directors for review. Upon conclusion of a review, the Chapter Board of Directors may, upon finding reasonable cause, recommend to the Chapter Membership that said Member be removed from Chapter Membership. Said Member may then be removed by a majority vote of eligible members at any regular or special Chapter Membership Meeting where a quorum exists.
b. Automatic Forfeiture. Any Chapter Member who fails to remit their Chapter Membership dues or fails to maintain their Chapter Membership in AO shall be considered removed from Chapter Membership.
7. RESIGNATION OF MEMBERSHIP. Any Chapter Member may resign their Chapter Membership at any time by delivering to any Chapter Officer a written notice of resignation. The resignation of Chapter Membership shall become effective on the date stated in the written notice. In the event the written notice of resignation does not contain an effective date, the date the Chapter Member delivers the written notice to any Chapter Officer shall become the date of resignation.
8. TRANSFER OF MEMBERSHIP. A member of AO who moves from another city and becomes a resident of Portland or nearby communities may transfer such membership to this Chapter.
NOTE: It is the policy of AO and all AO Chapters to openly welcome guests and visitors to AO Chapter functions and activities. Guests and visitors do not enjoy the privileges of Chapter Membership, nor do they pay any dues or assessments to the Chapter, and they are not entitled to privileges of Chapter or AO Membership until they become a regular member of both the Chapter and AO.
MEETINGS OF MEMBERS
1. LOCATION. All meetings of the Chapter Members shall be held at a place to be determined by the Chapter Board of Directors.
2. NOTICE. Notice of any Regular Chapter Meeting of the Chapter Members shall be given before such meeting by notice published in a Chapter publication, phone, fax, or electronic communication.
3. SPECIAL MEETINGS. Special Chapter Membership Meetings may be held at such time and place as the Chapter President may determine. Special meetings may also be called by a two-thirds (2/3) majority of the Chapter Board of Directors. Notice of Special Chapter Membership Meetings, stating the location, time, and purpose of the meeting shall be given in the same manner as the notice required for the regular meetings, or by special letter.
4. QUORUM. A quorum is required for any Chapter Membership Meeting; a quorum shall consist of at least one-third (1/3) of the Chapter Members in person or by proxy but not less than ten (10) Chapter Members.
5. APPOINTMENT OF TEMPORARY CHAIRMAN. In the absence of the Chapter President, Chapter Vice President, Chapter Secretary, and Chapter Treasurer, a temporary Meeting Chairman may be appointed by the Chapter Board of Directors and shall act as the presiding officer.
6. VOTES. At every meeting of the Chapter Members, each voting Chapter Member may have one vote on any question or resolution. In the absence of a Chapter Member, that Chapter Member shall have the right to vote by proxy. The Chapter Board of Directors shall be responsible for the method by which any proxy votes are issued, accepted, or counted.
7. MAJORITY. A simple majority of Chapter Members that are eligible to vote must be present or represented by proxy for the adoption of any resolution, except for a resolution that calls for the Chapter to separate its relationship with AO, in which case a majority of not less than eighty percent (80%) of the members eligible to vote, present, or represented by proxy, is necessary for the adoption of such resolution.
RECORDS OF MEETINGS
There shall be a written agenda for each meeting, and minutes of each meeting shall be prepared. Minutes of a meeting shall reflect the identity of those Directors in attendance at the meeting and, after approval, shall be dated and signed by the Secretary or his or her designee.
1. OFFICERS. The Chapter Officers shall be Chapter President, Chapter Vice President, Chapter Secretary, and Chapter Treasurer, or a combination of Chapter Secretary and Chapter Treasurer.
2. TERM OF OFFICE. The term of office for all Chapter Officers shall be two (2) years. The elected officers shall assume the duties of their individual offices immediately upon being formally installed therein. No officer shall be granted a term of office longer than two (2) years unless subsequently re-elected.
3. QUALIFICATION OF OFFICERS. Officers must be a member of this Chapter, residing in or near Portland, Oregon, and must be twenty-one (21) years of age or older in order to serve as an officer.
4. DATE OF ELECTION. Biennial election of Chapter officers shall occur on February 2 of each odd-numbered year or as soon thereafter as possible, and in no case later than February 28 of each odd-numbered year.
5. ANNOUNCEMENT OF BIENNIAL ELECTION. All Chapter members shall be notified of the date, time, and location of the election meeting at least two weeks in advance. A notice containing this information shall also be published in any electronic media generally utilized for Chapter communication.
6. NOMINATION OF CANDIDATES FOR ELECTIVE OFFICES. Nominations for elective offices shall be opened no later than four weeks prior to the election. Candidates for elective office must be nominated by a Chapter member. A Chapter member may nominative him- or herself. Nominations for elective offices shall remain open until one week prior to the Chapter vote on the position. A Candidate may decline nomination or election.
Current nomination lists shall be sent to Chapter members and published in any electronic media generally used for Chapter communication no later than one week prior to the election. These notices shall indicate that nominations shall remain open until the Chapter vote.
7. CAMPAIGN PLATFORMS. Candidates shall provide the Chapter with a statement of their campaign platform no later than one week plus one working day prior to the election. Statements may not exceed one page. These statements will be made available to the Chapter members prior to the election.
8. VOTING PROCEDURE. The voting procedure shall be as follows:
a. If an elective office has no nominated candidates, the Chapter Officers may postpone the election for that office until the end of the election of other offices. If there are still vacant offices, the elections due that office will be automatically postponed until the next regular Chapter meeting.
b. Votes may be cast in person, by paper ballot, or by electronic means.
c. The Chapter vote shall be recorded, but not published in Chapter minutes.
d. Officers shall be elected by a majority of voting members. If more than two candidates are running for any office, successive votes shall be taken until one candidate receives a majority. In successive votes, the candidate receiving the fewest votes shall be eliminated.
9. VACANCIES. If the office of Chapter President, Chapter Vice President, Chapter Secretary, or Chapter Treasurer becomes vacant for any reason, the Chapter Board of Directors shall elect a successor who shall hold the office for the remainder of the normal term, or at the option of the Chapter Board of Directors, hold a special election to fill the vacancy.
10. DUTIES OF OFFICERS. The elected officers of this Chapter shall have the following duties as provided by Article VII, Section 6 of the National Bylaws of the Organization:
a. President. The Chapter President shall be the Chief Executive Officer and Chairperson of the Chapter Board of Directors. The Chapter President shall have, subject to the advice, direction, and control of the Chapter Board of Directors, general charge of the Chapter business. The Chapter President shall appoint any special standing committees or representatives of the Chapter, as necessary or convenient for carrying out of any regular or special activities of the Chapter. The Chapter President shall jointly execute with the Chapter Secretary all contracts and instruments which have first been approved by the Chapter Board of Directors. The President shall be present at the Annual Meeting of the members and shall report on the condition of the business of the Chapter. The Chapter President may call any Special Meeting of the Members of the Chapter Board of Directors and/or general Chapter Membership. In case of the absence or disability of the Chapter Treasurer, the Chapter President may execute checks for expenditures authorized by the Chapter Board of Directors.
b. Vice President. The Chapter Vice President shall be vested with all the powers and authority of the Chapter Vice President and shall perform the duties of the Chapter President in the case of the Chapter President’s absence, disability, or inability, or any reason. The Chapter Vice President shall also perform such duties connected with the operations of the Chapter at the suggestion or direction of the Chapter President. The Chapter Vice President may annually recruit a certified public accountant or an appropriate group of Chapter Members to verify that the financial records of the Chapter are in order. The Board of Directors can determine how they want the report to be delivered, written or oral.
c. Secretary. The Chapter Secretary shall have the responsibility to take and publish minutes of all meetings. The Chapter Secretary is responsible for publishing notice of all regularly scheduled Membership and Chapter Board of Directors Meetings. Additionally, the Chapter Secretary is also responsible for publishing notice of Special Membership Meetings. The Chapter Secretary, with the assistance of the Chapter Membership Chairperson, if the Chapter has one, shall keep a Chapter Membership Book, Roster, or Record showing the name of each Chapter Member. The Chapter Secretary shall also be responsible for maintaining the currency and security of the original copies of the Chapter Bylaws, non-profit incorporation documents, tax-exemption documents, Federal Employer Identification Number (FEIN), and any other books, papers, and records as the Chapter Officers or Chapter Board of Directors direct. The Chapter Secretary shall jointly execute, along with the Chapter President, all contracts and instruments that have been first approved by the Chapter Board of Directors. The Chapter Secretary shall perform all other duties incident to the Office of Chapter Secretary, subject to the control of the Chapter President and the Chapter Board of Directors.
d. Treasurer. The Chapter Treasurer shall execute all checks authorized by the Chapter Board of Directors. The Chapter Treasurer shall receive and deposit all funds in a financial institution recognized by the Federal Deposit Insurance Corporation (FDIC) (for U.S. Chapters), and approved by the Chapter Board of Directors. The Chapter Treasurer shall also account for all receipts, disbursements, and the balance of funds on hand. The Chapter Treasurer shall perform all other duties subject to the control of the Chapter President and the Chapter Board of Directors. The Chapter Treasurer shall ensure the Chapter obtains and maintains a Federal Employer Identification Number. The Chapter Treasurer shall be responsible for the accurate maintenance of all insurance records, including the proper application, binding, and premium payment for all necessary insurance required by AO. By resolution of the Chapter Board of Directors, the Chapter may require joint signatures on all checks drawn on Chapter accounts.
11. REPORTING. The names of all newly elected officers shall be electronically submitted to the National Secretary within forty-eight (48) hours of an election with full contact information provided for each officer.
12. TRANSITIONS. A transition meeting between outgoing and incoming officers shall occur within ten days of the election. The purpose of said meeting is to ensure all materials, accounts, and information are properly and timely transferred to the incoming officers.
13. CHAPTER LEADER CODE. All elected officers must sign and adhere to the National Chapter Leader Code, attached to these bylaws, as amended from time to time.
RECALL AN ELECTION
1. PROCEDURES. The procedures to recall an election are as follows:
a. A recall of an election may be made within forty-eight (48) hours of said election for good and sufficient cause. The request for recall and the supporting rationale therefor must be submitted in writing to the Board of Directors that held the elections as well as the resulting Board of Directors.
b. The Board of Directors must hold an emergency Chapter meeting within five (5) days of the receipt of the request for recall. During the meeting, a motion must be made by the pursuing party to set aside the current election and call for a new election. The motion must have a second and the floor must then be opened for discussion.
c. A two-thirds (2/3) vote of the Chapter members is needed in order to recall the election. If the two-thirds (2/3) vote is not achieved, the current election results stand. If the vote returned is in favor of a recall, the former Board of Directors must make a new announcement regarding the time, place, and procedure for election giving at least five (5) days and no more than ten (10) days notice.
RECALL OF OFFICERS
1. PROCEDURES. Procedures for removal from elective office shall be instituted through the filing of a written recall petition. The recall petition requires signatures from one third of the Chapter members or by a majority of the elected officers of such Chapter.
a. Administrative. The Chapter President shall be the Administering Officer of the recall unless the President is the subject of the removal in which case the Administering Officer becomes the Vice President. If all officers are the subjects of the removal, the Administering Officer becomes the National President.
b. Petition for Removal. The petition for each officer whose removal is sought shall be transmitted to the Administering Officer. The recall petition shall contain a clear and concise factual statement of the acts or practices alleged to constitute “good and sufficient cause” for removal from office. Violation of the Code of Conduct, including malfeasance, misfeasance, or nonfeasance, shall constitute good and sufficient cause for removal from office of any such officer. The Administering Officer shall immediately furnish to the cited officer a copy of the petition.
c. Answer. Within five (5) days after the receipt of the petition for removal, the cited officer shall transmit an answer to the Administering Officer. Such answer shall contain (1) a concise statement of the facts constituting each ground of defense, and (2) specific admission, denial, or explanation of each fact alleged in the petition; or, if the cited officer is without knowledge thereof, a statement to that effect. Failure of any cited officer to file an answer in the time specified shall authorize the Administering Officer, without further procedures, to declare the office vacant and to require the cited officer to surrender all Chapter property.
d. Submission for Vote. Upon receipt of the cited officer’s answer, the Administering Officer shall publish the petition and answer to the Chapter for a vote on the matter. Along with the petition and answer, the Administering Officer shall publish the time, place, and purpose of the vote giving no less than seven (7) days notice.
e. Voting. Upon receipt of the recall petition and answer, each Chapter member shall vote pursuant to the following procedures:
i. Voting shall take place at a Chapter meeting which members have been given proper notice of as prescribed in Section 1(d) of the Article or the vote may be done electronically via e-mail or using an online poll. If an online poll is used, it should be one that does not allow voting more than once.
ii. If the voting takes place at a Chapter meeting, the petition and answer shall be read aloud to the membership before the vote is taken, except that this procedure may be waived if copies have been furnished to all members.
iii. No proxy voting shall be permitted.
iv. A two-thirds (2/3) affirmative vote of all members is required for the removal of the cited officer.
2. DISPOSITION OF PROPERTY. If the cited officer is removed from the position held, the Administering Officer shall require the cited officer to surrender all Chapter and Organization property and records.
3. APPEAL. Any officer removed hereunder may appeal such decision to the National Board of Directors. Such appeal shall be limited to (1) the question whether “good and sufficient cause” has been shown, and (2) the question of compliance with the procedures prescribed herein.
BOARD OF DIRECTORS
1. COMPOSITION. The Board of Directors of this Chapter shall be composed of the duly elected Chapter officers and the chairpersons of Chapter committees.
2. DUTIES. The Board of Directors shall be responsible for the proper, efficient, and effective operations of the Chapter. It shall schedule, plan, and implement Chapter programs, projects, functions, and meetings with the major objective of fulfilling AO’s purpose. The Board of Directors shall also ensure the continuing of this Chapter by acquiring new members and holding a viewing party for every United States National Soccer Team game. The Board of Directors shall carefully study and review all policies, procedures, and manuals as promulgated by the National Chapter to ensure compliance therewith by this Chapter.
3. MEETINGS. The Board of Directors shall meet at least once a quarter upon the call of the Chapter President to consider, discuss, plan, direct, and implement the operations of the Chapter. It shall coordinate the work of the various committees of the Chapter and shall develop a projected schedule of Chapter operations.
1. COMMITTEES. Committees may be established by the Chapter for special purposes as determined by the Chapter.
2. CHAIRS. The chair of each committee may be appointed by the Chapter President or elected.
1. FISCAL YEAR. The fiscal year of the Corporation shall be determined by the Board of Directors.
2. APPROVED SIGNATURES. All checks, drafts, and other orders for the payment of money shall be signed by the Treasurer or the President, if the Treasurer is unable to act, or the Vice President, if the President is unable to act.
3. CONTRIBUTION GIFTS AND BEQUESTS. Contributions, gifts, and bequests may be accepted by the Corporation in accordance with its policies and shall be subject to the approval of the Board of Directors. Unless otherwise designated by the donor or otherwise prescribed by statute or law, such gifts, bequests, or contributions shall be utilized for the purposes of the Corporation at the discretion of the Board of Directors.
4. MEMBERSHIP FEES. As provided in Article V, Section 6 of the National Bylaws of AO, each member shall pay the National membership fee to the Treasurer of the Chapter or directly to AO National. The Chapter shall be responsible for any member registered without payment.
5. ASSESSMENTS. The Chapter may, from time to time, by a majority vote, levy special assessments upon all members of the Chapter, provided that such be levied at a regular or special meeting called for such purpose, and the members of the Chapter are notified of such proposed action prior to such meeting. No such assessment shall exceed an amount equal to the annual dues of the Chapter. Upon approval by the Chapter, such assessment shall be a financial obligation of each member of the Chapter and shall be paid to the Chapter Treasurer.
6. INDEBTEDNESS. The affairs of the Chapter shall be conducted upon a sound financial basis and no Chapter indebtedness shall be incurred without the prior approval of a vote of two-thirds (2/3) of the Chapter membership.
This Chapter shall submit the following information and materials as required by the National Office, as well as other such requests made from time to time by the National Office:
a. Membership Registration Forms shall be submitted to the National Office within ten (10) days of receipt. All registration forms in the Chapter’s possession must be submitted to the National Office by June 30th and December 31st.
b. This Chapter shall notify the National Office via e-mail, phone, or online reporting of all newly elected Chapter officers or any change in the information contained therein, within 48 hours of any election or change in information as appropriate.
c. This Chapter shall notify the National Office via e-mail, phone, or online reporting of any change in its official Chapter bar.
The rules contained in Robert’s “Rules of Order, Revised” shall govern the Chapter in all cases wherein they do not conflict with the National Bylaws or these Bylaws.
IRC 501(C)(7) TAX EXEMPTION PROVISIONS
1. PROHIBITION AGAINST PRIVATE INUREMENT. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the Corporation.
2. DISTRIBUTION OF ASSETS. Upon the dissolution of the Corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of the Corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(7) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
1. AUTHORITY. These Chapter Bylaws are adopted under the authority of Article VII, Section 4 of the AO National Bylaws and are subject to the provisions of the AO National Bylaws. Any Article or Section which conflicts with such National Bylaws shall be null and void without, however, voiding the remainder of the Chapter Bylaws. Those Sections and these Bylaws which are promulgated by the National Bylaws of AO shall not be subject to amendment by action of this Chapter.
2. AMENDMENTS. Those sections of these Bylaws which are not prescribed by the National Bylaws of AO may be amended by a two-thirds (2/3) vote of the members of this Chapter at a meeting called for that purpose and shall be effective immediately; provided, however, that notice of the proposed amendments to these Bylaws shall be given to all Chapter members at least seven (7) days prior to the meeting.
3. FILED WITH EXECUTIVE OFFICE. Upon adoption, a copy of this Chapter’s Bylaws shall be immediately electronically submitted or mailed to the National Secretary of AO to be officially filed with the records of this Chapter maintained by the National Office. Any amendments to these Bylaws officially adopted by the Chapter shall likewise be filed with the National Office in the same manner.
CONSTRUCTION AND TERMS
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of the Corporation, the provisions of the Articles of Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of the Corporation filed with an office of this state and used to establish the legal existence of the Corporation.
All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.