ARTICLE I – DEFINITIONS
Section 1. The name of the organization shall be the Oregon Coast Learning Institute (OCLI)
Section 2. The school year shall be divided into two semesters: Fall Semester, generally September to December and Winter/Spring Semester January to May.
Section 3. A member is a person who pays yearly dues. Membership in OCLI is a privilege and not a right.
Section 4. A sponsor is an organization or individual who provides a classroom and other facilities to OLCI for holding and conducting classes, and organizations or individuals who provide or make significant contributions to OCLI.
Section 5. Notices posted on the OCLI web page shall satisfy any requirement for notices to members.
Section 6. This amendment, upon approval by a majority of members present at a general or special meeting, shall become effective at the 2010 annual meeting. At that time, and at subsequent annual meetings, the election of Board of Directors shall be as directed by this amendment.
ARTICLE II – PURPOSE
The purpose of the OCLI is to provide a membership initiated, governed and conducted programs of study which offers interested persons an opportunity to continue their education in an atmosphere of shared learning. The organization is designed to stimulate intellectual interests with others, thereby enhancing the mental and social dimensions of retirement life. Subjects will be chosen from, but not limited to history, music, art, world affairs, philosophy, social and natural sciences, and life experiences.
ARTICLE III – MEMBERSHIP
Membership is open to persons who are interested in active pursuit and promotion of the above stated purpose. All members are eligible to present and vote on matters before OCLI at any meeting of the membership. The number of members may be limited by the Board of Directors based on the accommodations of the classroom.
ARTICLE IV – BOARD OF DIRECTORS AND OFFICERS
Section 1. The affairs of OCLI shall be governed by a Board of Directors elected by the OCLI membership. The Board shall consist of six officers: President; Vice President/Director of Curriculum; Director of Technical Support; Director of Membership; Director of Finance; and Director of Secretarial affairs. The immediate past President shall serve as an advisor and ex officio Director without a vote, except in the case of a tie.
Section 2. All officers shall be elected annually. A slate of Directors proposed by the Nominating Committee shall be presented to the membership at the annual meeting. In addition to the recommended slate, nominations for any position may be made from the floor.
Section 3. Vacancies which may occur on the Board on receipt of a letter of resignation or determination of inability to serve shall be filled by action of the remaining members of the Board, to serve out the remaining term of the resigned member.
ARTICLE V – MEETINGS
There shall be an annual meeting of the members at the conclusion of the Spring term for election of Board members and for such other business as may be required. A membership meeting may be called at anytime by three members of the Board of Directors or a group of fifteen OCLI members. Thirty percent of the enrolled membership present in person or by proxy shall constitute a quorum at any meeting. Meetings shall be conducted in conformity with the most recent edition of Robert’s Rules of Order.
ARTICLE VI – RESPONSIBILITIES OF THE BOARD OF DIRECTORS AND OFFICERS
Section 1. The Board of Directors shall meet as needed. A majority of the Board shall constitute a quorum. Members may attend, but shall not be permitted to participate in Board deliberations.
Section 2. The Board of Directors shall appoint ad hoc committees as may be required.
Section 3. The Board shall make rules regarding member guests. Registered guests of the Salishan Lodge and Golf Resort, the OCLI sponsor, may attend sessions as OCLI guests.
Section 4. The Board shall adopt annual budgets, establish membership dues and any limit on the number of members. The Board shall approve all expenditures and an annual audit if the OCLI accounts.
Section 5. The Board can terminate a person’s membership for improper and/or disruptive behavior in the classroom.
Section 6. Responsibilities of the Officers
The President is the chief operating officer and is authorized to implement all policies and expenditures approved by the Board. The President shall preside at all meetings of the Board of Directors and membership meetings and shall be an ex officio member of all committees.
The Vice President/Director of Curriculum. In the absence or disability of the President, the duties and powers shall be assumed by the Vice President. The Director of Curriculum shall be responsible for planning and directing all efforts to provide a balanced program of educational courses to the membership in accordance with the provisions of Article II.
These responsibilities shall include:
– Selections of subject areas and specific subjects, and of facilitators and presenters from the members.
– Selection of guest lecturers/speakers to present subjects of interest to the members.
– Planning, making arrangements for, and directing field trips.
– Approve curriculum expenses as authorized by the Board.
The Director of Technical Support shall be responsible for insuring the classroom is set up for each class, that the PA system is operating, and that visual aid apparatus requested by the presenter is available and operating. The Web Master will report to the Director of Technical Support.
The Director of Membership shall prepare and assemble brochures, membership application forms, and other material for active and prospective members.
– Collect membership dues and transfer all moneys to the Director of Finance for deposit.
– Maintain a list of paid members and prepare a Membership Directory to be issued to all OCLI members.
– Prepare and issue member name tags.
– Communicate with prospective members, to inform them of the various activities of OCLI and to ascertain their areas of interest.
The Director of Secretarial Affairs (Secretary) shall keep a Book of Minutes of all Board of Directors meetings and Member meetings in accordance with Robert’s Rules of Order. The Secretary shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws.
The Director of Finance (Treasurer) shall keep and maintain adequate and correct accounts of the financial transactions of OCLI. The Treasurer shall be the custodian of all funds and deposit all moneys in a financial institution approved by the Board in the name and to the credit of the Oregon Coast Learning Institute. He/she shall disburse the funds of OCLI as my be ordered by the Board. The Treasurer shall report the financial condition of OCLI to the Board at each meeting and to the members at the annual meeting. The Treasurer, with the guidance of the President, shall prepare an annual budget. The books of accounts shall be at all reasonable times open to inspection by a Director.
ARTICLE VII – COMMITTEES
Section 1. Standing committee members shall be appointed by the respective committee Directors. The number of members of each committee shall be at the discretion of the committee Director.
Section 2. Ad Hoc committees shall be appointed by the Board.
– Nominating Committee consisting of three members will be appointed by the Board of Directors no later than February each year to develop a slate of those interested in serving on the Board. No more than one member of the Nominating Committee may be a Board member. Election will take place at the annual meeting.
– Audit Committee consisting of at least two non-Board of Director members shall be appointed by the Board to audit the OCLI book of finances, once a year in accordance with these Bylaws.
-The Board of Directors shall appoint any other Ad Hoc committee as maybe required
ARTICLE VIII – FINANCES
All OCLI funds shall be held in an account administered by the Treasurer in accordance with these Bylaws. The Fiscal Year will be July 1 through June 30.
ARTICLE IX – AMENDMENTS TO THE BYLAWS
Section 1. Amendments to these Bylaws shall be proposed by either a majority of the Board of Directors or by a minimum of eight members. A proposed amendment must be reduced to writing and shall be included in the notice of any member meeting at which action is to be taken.
Section 2. The proposed amendment may be adopted by the members at the annual or other meeting called for that purpose, at which a quorum is present, by a majority of the members present in person or by proxy at such meeting.
ARTICLE X – DISSOLUTION
Section 1. If the general consensus among the members is that OCLI no longer meets their needs or membership is insufficient to continue the program, OCLI can be dissolved by a two-thirds vote of all members, present or by proxy, at a general or special meeting called for that purpose.
Section 2. Upon a vote to dissolve OCLI, there will be a special meeting of the Board of Directors to conduct an accounting of all moneys and assets. Physical assets will be sold as close to market value as possible and all receipts from the sales will be deposited in the OCLI account. After any dissolution expenses are paid, any remaining money will be distributed for one or more exempt purposes within the meaning of Section 501C3 of the Internal Revenue Code at the direction of the Board of Directors.
Adopted at a special membership meeting the 24th day of November 2009
President, Oregon Coast Learning Institute
Vice President, Oregon Coast Learning Institute