BYLAWS OF MERISOL SERVICES, INC.
ARTICLE I: Purpose
This corporation shall be organized and operated exclusively for charitable, scientific, literary, religious, and educational purposes. Subject the limitations stated in the Articles of Incorporation, the purposes of this corporation shall be to engage in any lawful activities, none of which are for profit, for which corporations may be organized under Chapter 65 of the Oregon Revised Statutes (or its corresponding future provisions) and chapter 501(c)(3) exemption of the Internal revenue Code of 1954 (or its corresponding future provisions). The primary purpose for which this corporation is organized and actually intends to engage in this state, which shall not limit the character of the exempt activities which this corporation may ultimately conduct, are as follows: To select participants from disadvantaged inner city youth and economically disadvantaged individuals and/or heads of families, for a long-term commitment with specific programs involving in-depth training and employment in a broad range of skills. Students will directly participate in a mentorship capacity with management, professional and crafts personnel in various aspects of project activities. MeriSol Services Inc. will use as a focal point and vehicle the construction of a series of Viking era ships. Smaller landing craft will be constructed for training purposes and a source of earned income. The Viking Longboat constructed during this project will be maintained by the corporation for the instruction and use of project participants and other groups approved by the Executive Director, and for the cultural enhancement of the public. All training excursions will be supervised by instructors approved by the Project Director.
Article II. Non-membership: This
corporation shall have no members.
Article III: Executive Director: The
Executive Director shall be appointed by the incorporator.
Article IV: Oversight Committee: An
Oversight Committee, chaired by the Executive Director, will act as a liason to
the Board of Directors, and will be responsible for the management of the Viking
Ship Project, and the establishment of related projects to maintain the
corporation's purpose of an on-going jobs training program for at risk youth and
financially disadvantaged heads of households. Members, appointed by the
Executive Director, will include one board member, two project staff members and
a representative selected from the student body.</font>
Article V: Board of Directors: The
initial Board of Directors will be appointed by the Executive Director.,/b>
,font face="Times New Roman" size="4">Section 1. Duties: The affairs of
the corporation shall be managed by the Board of Directors.
Section 2. Number and
Qualifications: The number of Directors may vary between a minimum of three and
a maximum of ten.
Section 3. Term and Election: The
term of office for Directors shall be two years. A Director may be re-elected
without limitation on the number of terms he may serve. The board shall elect
its own members, except that a Director shall not vote on that members own
position.
Section 4. Removal: Any Director may
be removed, with or without cause, by a vote of two-thirds of the Directors then
in office.
Section 5: Vacancies: Vacancies on
the Board of Directors and newly created board positions will be filled by a
majority vote of the Directors then on the Board of Directors.
Section 6. Quorum and Action. A
quorum at a board meeting shall be a majority of the number of Directors
prescribed by the Board, or if no number is prescribed, a majority of the number
in office immediately before the meeting begins. If a quorum is present, action
is taken by a majority vote of the directors present, except as otherwise
provided by these bylaws. Where the law requires a majority vote of the
directors in office to establish committees to exercise Board functions, to
amend the Articles of Incorporation, to sell assets not in the regular course of
business, to merge, or to dissolve, or for other matters, such action is taken
by that majority as required by law.
Section 7. Regular meetings: Regular
meetings of the Board of Directors shall be held at the time and place to be
determined by the Board of Directors. Notice of such meetings, describing the
date, time, place, and purpose of the meeting, shall be delivered to each
Director personally or by telephone or by mail not less than two days prior to
the special meeting.
Section 8. Meeting by
Telecommunication: Any regular or special meeting of the Board of Directors may
be held by telephone or telecommunications in which all Directors participating
may hear each other.
Section 9. No salary: Directors
shall not receive salaries for their Board Services, but may be reimbursed for
expenses related to Board Service.
Section 10. Action by Consent: Any
action required by law to be taken at a meeting of the board, or any action
which may be taken at a board meeting, may be taken without a meeting if a
consent in writing, setting forth the action to be taken or so taken, shall be
signed by all the Directors.
Article VI: Committees:
Section 1. Oversight Comittee: The
Incorporator shall select members to make up an Oversight Committee, chaired by
the Executive Director, and including one Board Member, two staff members and
one student. The Oversight Committee shall be responsible for the selection of
students for the projects of the corporation, and the development of ongoing
projects furthering the corporation's purpose.
Section 2. Executive Committee: The
Board of Directors may elect an Executive Committee. The Executive Committee
shall have the power to make on-going decisions between Board meetings and shall
have the power to make financial and budgetary decisions.,/p>
Section 3. Other Committees: The
Board of Directors may establish such other committees as it deems necessary and
desirable. Such committees may exercise functions of the Board of Directors or
may be advisory committees.
,b>Section 4. Composition of Committee
Exercising Board Functions. Any committee that exercises any function of the
Board of Directors shall be composed of two or more Directors, elected by the
Board of Directors by a majority vote of the Directors prescribed by the Board,
or if no number is prescribed, of all Directors in office at that time.
Section 5. Quorum and Action: A
quorum at a committee meeting exercising Board functions shall be a majority of
all Committee members in office immediately before the meeting begins. If a
quorum is present, action is taken by a majority vote of Directors present.,/p>
Section 6. Limitations on the Powers
of Committees: No committee may authorize payment of a dividend or any part of
the income or profit of the corporation to its directors or officers; may
approve dissolution, merger, or the sale, pledge, or transfer of all or
substantially all of the corporation's assets; may elect, appoint or remove
directors or fill vacancies on the board or on any of its committees; nor may
adopt, amend, or repeal the Articles, bylaws, or any resolution by the Board of
Directors.
Article VII: Officers
Section 1. Titles: The officers of
this corporation shall be the President, Secretary, Treasurer and Executive
Director.
Section 2. Election: The Board of
Directors shall elect the President, Secretary, and Treasurer to serve one year
terms. The Executive Director shall serve three year terms. An Officer may be
reelected without limitation on the number of terms the officer may serve.
Section 3. Vacancy: A vacancy of the
office of President, Secretary, Treasurer and Executive Director shall be filled
not later than the first regular meeting of the Board of Directors following the
vacancy.
Section 4. Other Officers: The Board
of Directors may elect or appoint other officers, agents and employees as it
shall deem necessary and desirable. They shall hold their offices for such terms
and have such authority and perform such duties as shall be determined by the
Board of Directors.
Section 5. President: The President
shall be the chief officer of the corporation and shall act as the Chair of the
Board. The President shall have any other powers and duties prescribed by the
Board of Directors.
Section 6. Secretary. The Secretary
shall have overall responsibility for all record keeping and all corporate
funds. The Secretary shall perform, or cause to be performed, the following
duties; (a) official recording of the minutes of all proceedings of the Board of
Directors meetings and actions; (b) provision for notice of all of the Board of
Directors; (c) authentication of the records of the corporation; and (d) any
other duties as may be prescribed by the Board of Directors.
Section 7. Treasurer: The Treasurer
shall have the overall responsibility of (a) keeping of full and accurate
accounts of all financial records of the corporation; (b) deposit of all monies
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors; (c)
disbursement of all funds when proper to do so; (d) making financial reports as
to the financial condition of the corporation to the Board of directors; and (e)
any other duties as may be prescribed by the Board of Directors.
Section 8. Executive Director: The
Executive Director shall have the overall responsibility of (a) Overseeing the
day to day operations of the activities of MeriSol Services Inc; (b) developing
new programs consistent with the purpose of the corporation; (c) and chairing
the Oversight Committee with the inherent responsibilities as defined in the
Articles. Article VIII: Corporate
Indemnity: This corporation will indemnify its officers and directors to the
fullest extent allowed by Oregon law.
Article IX: Non-discrimination
Policy: It is the policy of MeriSol Services Inc. to provide client services
without regard to race, color, religion, gender, national origin, age, marital
status, sexual orientation or political belief.
Article IX. Amendments to Bylaws:
These Bylaws may be amended or repealed, and new Bylaws adopted, by the Board of
Directors by a majority vote of Directors present, if a quorum is present. Prior
to the adoption of the amendment, each Director shall be given at least two days
notice of the date, time, and place of the meeting at which the proposed
amendment is to be considered, and the notice shall state that one of the
purposes of the meeting is to consider a proposed amendment to the Bylaws and
shall contain a copy of the proposed amendment.
DATE ADOPTED: January 27, 1997
