Bylaws of the Oregon GNSS User Group

The purpose of the Oregon GNSS Users Group is to promote the use and understanding of the Global Positioning System (GPS) for surveying, mapping, and geographic information systems; to provide a forum for the exchange of information among members and the general public; to advance local, State, and Federal GPS strategies and legislation; and to promote the understanding and establishment of standards and guidelines.

ARTICLE I - CORPORATE NAME

SECTION 1 - NAME

1.1.1. The name of this Corporation shall be the following phrase - "Oregon GPS Users Group."

 ARTICLE II - REGISTERED OFFICE

SECTION 1 - OFFICE INFORMATION

2.1.1. The registered office of this Corporation shall be Oregon GPS Users Group, 3433 S.W. Carolina Street, Portland, OR 97201, but such location may be changed by the direction of the Corporation.

ARTICLE III - MEMBERS AND AFFILIATES

SECTION 1 - CORPORATE MEMBERS

3.1.1. The term "Corporate Members" as used hereinafter shall denote Corporate Members only of this Corporation and shall be those on the bylaws, and such other persons as may be hereafter accepted for Corporate Membership in the manner hereinafter provided.

3.1.2. Only persons who are duly recognized by this Corporation to be utilizing GPS in the state of Oregon for the practice of surveying or mapping shall be eligible to be admitted as or to be continued Corporate Members of this Corporation.

3.1.3. Only persons who are duly registered with the Official Membership Roster of the Oregon GPS Users Group shall be considered as Corporate Members of this Corporation.

3.1.4. Corporate Members shall be the only persons eligible to vote on Corporate business or to hold office in the Corporation.

3.1.5. Any Corporate Member who, for any reason, submits to the Secretary of this Corporation a written request of resignation from Corporate Membership in this organization shall be removed from Membership status.

SECTION 2 - AFFILIATE MEMBERS

3.2.1. The more general term "Members" as used hereinafter shall denote Corporate Members as well as Affiliates only of this Corporation and shall be those on the bylaws, and such other persons as may be hereafter accepted for Membership in the manner hereinafter provided.

The Affiliates of this Corporation shall include Associate Members, Student Members, and Special Members.

3.2.2. Persons who are working in direct support of the GPS industry and the profession of surveying and mapping in the state of Oregon shall be eligible to be admitted as Associate Member of this Corporation.

3.2.3. Only persons enrolled as full-time students in an approved surveying or mapping curriculum shall be admitted as Affiliates under the classification of Student Member.

3.2.4. Those persons who do not meet qualifications for Corporate Member, Associate Member, or Student Member but who, by virtue of their employment, service or training, have a particular interest in, or association with, the profession of surveying or mapping utilizing the GPS, shall be eligible to be admitted and continued as Affiliates of this Corporation under the classification of Special Member. This category shall also include persons who are not residents of Oregon.

3.2.5. Only persons who are duly registered with the Official Membership Roster of the Oregon GPS Users Group shall be considered as Affiliate Members of this Corporation.

3.2.6. Any Affiliate Member who, for any reason, submits to the Secretary of this Corporation a written request of resignation from Affiliate Membership in this organization shall be removed from Membership status.

 SECTION 3 - APPLICATION FOR MEMBERSHIP

3.3.1. Applications for Membership shall be submitted to the Secretary and shall include applicant's full name, address, telephone number, electronic mail address if applicable, and current representative business that supports Membership status and shall be accompanied by the dues, as set forth in Article VII, Section 1, then payable for the remainder of the year during which such application is submitted . The New Member shall be entered immediately onto the roster as a tentative New Member until a vote on the application by the Corporation is taken.

3.3.2. Such application for Membership shall be presented to the Corporation for approval by a majority vote of those Corporate Members in attendance at the next regularly scheduled meeting. Should the Corporate Members vote not to accept the application, the applicant shall be informed by the Secretary and any dues received shall be returned soon after the vote.

3.3.3. The Secretary of this Corporation shall promptly update the Official Membership Roster and report such approved or disapproved Membership to the Corporation in meeting minutes.

3.3.4. Applications for Membership shall be in such form as the Corporation may from time to time determine.

 SECTION 4 - REQUIREMENTS

3.4.1. All applicants for Membership shall agree to support and abide by the Code of Professional Ethics adopted by this Corporation and in force at the date such application for membership is submitted. The Code of Professional Ethics shall be printed on the application form.

3.4.2. Every Member is responsible to furnish the Secretary of this Corporation with a current mailing address within thirty (30) days of application for Membership or change in address to which notices of meetings and all other notices may be mailed or served, and in default thereof shall have no further redress concerning non-receipt of such mailings.

 SECTION 5 - VOTING REQUIREMENTS

3.5.1. All motions, seconds, and votes on Corporate business, whether at regular or special meetings of the Corporation, shall be made by Corporate Members only. When there is a negative vote cast the vote shall be by a show of hands unless by secret ballot. When the vote involves Corporate business the Secretary shall record the number of Corporate Member vote for and against. These numbers are to appear in the minutes of the meeting.

3.5.2. All Corporate votes taken by mail shall be sent to and tallied for Corporate Members only.

 ARTICLE IV -CORPORATE MEETINGS

SECTION 1 - REGULAR MEETINGS

4.1.1. Corporation meetings shall be held not less than three times per year at a time and place decided by the Members.

 SECTION 2 - SPECIAL MEETINGS

4.2.1. Special meetings shall be called by the Secretary on the request of the Chair of this Corporation or by written requests directed through the Chair.

4.2.2. Verbal or written notice of such a special meeting must state the reason for such meeting, and no other business will be considered at such special meeting.

 SECTION 3 - NOTICES

4.3.1. Notices of Corporate meetings shall be given by the Secretary of this Corporation by mail or electronic mail at least ten (10) days, and not more the fifty (50) days, prior to the day on which such meeting is to be held, and the deposit of such notices in the post office and addressed to each Member, with postage fully prepaid, or electronic return receipt request for electronic mail notification, shall be deemed a legal notice, and such notice shall be deemed given when so deposited.

4.3.2. Members may request contact by written notices only if electronic mail is not readily available.

 SECTION 4 - ATTENDANCE

4.4.1. Attendance at all Corporate Meetings is strictly voluntary. An attendance list shall be made of all meetings.

4.4.2. In the event that the Chair or Chair-Elect are unable to attend a scheduled Corporate meeting, each or both may choose an alternate to represent them at the meeting, provided said alternate has been briefed on current Corporate activities.

4.4.3. In the event that the Secretary is unable to attend a scheduled Corporate meeting, an alternate shall be chosen to fulfill the duties of recording minutes of the meeting.

4.4.4. Any alternate shall be designated in writing and so indicated in the meeting minutes. The designated alternate shall have all the rights and privileges due to a regular Officer of the Corporation.

 SECTION 5 - QUORUM

4.5.1. Those Corporate Members present or represented by absentee ballot at any "Regular" or "Special" Meeting consisting of not fewer than ten (10) percent of the Corporate Membership shall constitute a quorum for the transaction of "regular" business. Each Corporate Member present or represented by absentee ballot shall be entitled to one vote and there shall be no voting by proxy.

4.5.2. Those Corporate Members present or represented by absentee ballot at any "Regular" or "Special" Meeting consisting of not fewer than fifty (50) percent of the Corporate Membership shall constitute a quorum for the transaction of "special" business. Special business concerning specific issues shall be determined by the Corporation. Each Corporate Member present or represented by absentee ballot shall be entitled to one vote and there shall be no voting by proxy.

4.5.3. The majority of the votes cast shall be necessary and sufficient for the adoption of any matter voted upon by the Corporate Members unless otherwise provided by law or herein.

ARTICLE V - CORPORATE OFFICERS

SECTION 1 - GENERAL

5.1.1. The Officers of this Corporation shall be a Chair, Chair-Elect, Secretary, Treasurer, and Immediate Past Chair. The offices of Chair-Elect, Secretary, and Treasurer shall be elected for a term of one calendar year in the manner hereinafter provided. The Chair-Elect shall automatically succeed to the office of Chair during the calendar year following the term as Chair-Elect, and the Chair shall automatically succeed to the office of Immediate Past Chair following the term as Chair.

5.1.2. The Chair-Elect, Secretary, and Treasurer of this Corporation shall be elected by the Corporation annually at the last regularly scheduled meeting of the year, their term commencing on January 1st of the following calendar year.

5.1.3. The Chair, Chair-Elect, Secretary, Treasurer, and Immediate Past Chair of this Corporation shall serve at the pleasure of the Corporation and may be removed by majority vote of the Corporation whenever, in its judgment, the best interests of the Corporation would be served thereby. A vacancy in said offices for any cause may be filled by the Corporation for the unexpired portion of the term by a majority vote of those Corporate Members.

5.1.4. The Corporate Members may decide by majority vote to combine the offices of Secretary and Treasurer. When the office of Secretary is combined with the office of Treasurer and served jointly by one person, the Secretary-Treasurer shall be considered as one office.

5.1.5. There is no limit to the number of terms a Corporate Officer may hold a position.

5.1.6. The Officers of this Corporation shall serve as the Board of Directors for this Corporation.

 SECTION 2 - DUTIES OF THE CHAIR

5.2.1. The Chair of this Corporation shall be the chief executive officer and head of the Corporation and shall, subject to the control of the Corporation, have the general and active management of its business and affairs. As a member of the Corporation the Chair shall attend all meetings of the Corporation unless a chosen alternate is sent per Article IV, Section 4, Part 2. The Chair shall be an ex-officio member of all committees.

5.2.2. The Chair shall preside at all meetings of the Corporation and at Special Meetings unless otherwise ordered by the Corporation.

5.2.3. The Chair shall sign on behalf of the Corporation all deeds, contracts, mortgages, bonds and promissory notes unless otherwise expressly directed by the Corporation. The Chair shall also have general supervision over all property, business and interests of the Corporation as well as over its officers, employees and agents.

5.2.4. The Chair shall make annual reports showing the condition of the affairs of the Corporation, making such recommendations as the Chair thinks proper and submit the same to the Corporation at the final meeting of the year. The Chair shall, from time to time, bring before the Corporation such information as may be required relating to the business and property of the Corporation.

5.2.5. The Chair shall not vote on Corporate affairs except in the event of a tie vote of the Corporate Members.

 SECTION 3 - DUTIES OF THE CHAIR-ELECT

5.3.1. The Chair-Elect shall have the same powers and shall perform all the duties of the Chair in the absence of the Chair or in case of the Chair's disability or inability to act or his refusal to act. As a member of the Corporation the Chair-Elect shall attend all meetings of the Corporation unless a chosen alternate is sent per Article IV, Section 4, Part 2.

5.3.2. The Chair-Elect will automatically succeed to the office of Chair in the event such office becomes vacant for any cause prior to the end of the term of the office.

5.3.3. In the event the Chair-Elect succeeds the Chair prior to the end of the term there shall be a special election held under the rules cited in Article V, Section 9, Part 6, for a new Chair-Elect. The Secretary shall notify the Members of the election to be held and the results within 10 days after the election.

5.3.4. The Chair-Elect shall have a vote in Corporate affairs.

 SECTION 4 - DUTIES OF THE SECRETARY

5.4.1. The Secretary of this Corporation shall keep a fair and correct record of all meetings of the

Corporation and shall give notice of all official meetings as provided herein. As a member of the Corporation the Secretary shall attend all meetings of the Corporation unless a chosen alternate is sent per Article IV, Section 4, Part 3.

5.4.2. The Secretary shall be responsible for the maintenance of all records of the Corporation, transcribe the minutes of all meetings, post a copy of these minutes within fifteen (15) days to the Corporate Internet web site, be responsible for Corporate business communications and correspondence, prepare all contracts or written obligations relating to the conduct of business between the Corporation and other bodies, public or private, and maintain a current and complete Official Membership Roster of the Oregon GPS Users Group.

5.4.3. The Secretary shall perform such other duties and functions as may be requested or directed by the Corporation or the Chair of the Corporation.

5.4.4. The Secretary shall have a vote in Corporate affairs.

 SECTION 5 - DUTIES OF THE TREASURER

5.5.1. The Treasurer shall maintain all financial records of the Corporation, receive and deposit all incoming monies due to the Corporation and pay all bills as directed by the Chair.

5.5.2. The Treasurer shall keep accurate accounts of all receipts and disbursements and shall render an annual report in writing as to the financial condition of the Corporation, and such other reports as the Corporation may direct, and shall perform such other duties in connection with the administration of the financial affairs of the Corporation as the Corporation may direct.

5.5.3. The Treasurer shall have supervision and custody of all bonds, stock and other securities owned or controlled by the Corporation. The Treasurer shall also bring to the attention of the Corporation any and all measures which, in the Treasurer's judgment, are necessary and proper to be taken for the preservation and renewal of such securities and for the enforcement of rights secured thereby.

5.5.4. Upon request of the Corporation the Treasurer shall give a bond for the faithful discharge of the Treasurer's duties in such sums and with such security or surety as the Corporation shall determine, the premium for which bond shall be an expense of the Corporation.

5.5.5. The Treasurer shall perform such other duties and functions as may be requested or directed by the Corporation or the Chair of the Corporation.

5.5.6. The Treasurer shall have a vote in Corporate affairs.

 SECTION 6 - DUTIES OF THE IMMEDIATE PAST CHAIR

5.6.1. The Immediate Past Chair shall serve as an advisor to the Corporation and shall be entitled to all of the benefits of Office in the Corporation. In the event of the absence or incapacity of both the Chair and Chair-Elect, the Immediate Past Chair shall assume the position of Interim Chair until the return of the Chair or Chair-Elect or the vacancy to the office of Chair has been duly filled, at which time the Immediate Past Chair shall return to the prior position.

5.6.2. The Immediate Past Chair, while serving in that capacity, shall have a vote in Corporate affairs.

 SECTION 7 - GENERAL ELECTION

5.7.1. All Corporate Officers except Chair shall be elected during the last regularly scheduled meeting of the calendar year. The Chair shall preside over the officer election process.

5.7.2. Nominations may be made from the floor by any Corporate Member or by electronic mail from Corporate Members directed through the Chair prior to the last regular meeting.

5.7.3. The balloting for Corporate Officers shall be a secret ballot and a majority vote of those Corporate Members voting shall be required to elect any Corporate Officer.

5.7.4. The meeting agenda sent to all Members prior to the final meeting shall include Corporation election information.

 SECTION 8 - ABSENTEE VOTE

5.8.1. Each Member of this Corporation shall be entitled to one vote on all matters coming before this Corporation and may do so by absentee ballot. This absentee ballot shall be submitted through the Secretary by either posted mail or electronic mail and received no later than one (1) day prior to the scheduled vote.

5.8.2. Absentee ballot by posted mail shall include the full name and signature of the Member and checked with the Official Membership Roster of the Oregon GPS Users Group to avoid duplication.

5.8.3. Absentee ballot by electronic mail shall include the full name of the Member and exact electronic address listed with the Official Membership Roster of the Oregon GPS Users Group and checked with the list to avoid duplication.

 SECTION 9 - PROXY VOTE

5.9.1. Each Member of this Corporation shall be entitled to one vote on all matters coming before this Corporation and there shall be no voting by proxy. Only Corporate Members are allowed to vote on Corporate business.

 SECTION 10 - IMPEACHMENT AND VACANCY

5.10.1. Any Corporate Officer may be removed as a Corporate Officer upon the majority vote of the Corporate Members provided that written notice that the removal of one or more officers will be considered as an item of business at a regular meeting has been given to all Corporate Members not less than ten (10) days prior to the date of such meeting.

5.10.2. A vacancy in any Corporate Office, for any cause, shall be filled for the unexpired term of office by a special election.

5.10.3. Positions filled through special election may continue through the following calendar term, commencing on January 1st, if decided upon by majority vote of the Corporate Members.

5.10.4. No person may hold more than one Corporate office at any time.

5.10.5. In the event of a special election a person then holding a Corporate Office, except the office of Chair-Elect, may be a candidate for the vacant office, and if elected to such office, the office previously held shall become automatically vacant at the time of such election.

5.10.6. Special elections will be held at the next regularly scheduled meeting after the vacancy occurs and shall conform to the procedures of regular elections as outlined in Article V, Section 7.

 ARTICLE VI - CORPORATE COMMITTEES

SECTION 1 - SPECIAL COMMITTEES

6.1.1. There shall be such number of Special Committees of this Corporation performing such functions as the Corporation, from time to time, may determine. Creation of Special Committees shall be made by the Chair through direction and approval of the Corporation.

6.1.2. The Corporate Chair will select and appoint a Chair and Vice Chair for each Special Committee. Where the Corporation does not present enough Members names to fill all the Special Committee offices, a Member may be appointed to more than one committee. Members from the Official Membership Roster are eligible to serve as Special Committee Chairs and Vice Chairs and may be selected from the rolls of the Corporation at large in the event that selected Members decline to serve.

6.1.3. Committee Chairs and Vice Chairs may select Committee Members from the rolls of the Corporation at large in the event that there are no volunteer Members at the formation of the Special Committee. Members from the Official Membership Roster are eligible to serve as Special Committee Members and may be selected from the rolls of the Corporation at large in the event that selected Members decline to serve.

6.1.4. The Corporate Chair and Chair-Elect may, at their option, attend and participate in all committee meetings as non-voting members. The Chairs and appointees of such committees shall serve at the pleasure of the Chair of the Corporation.

6.1.5. The Committee Chair is responsible to report all findings and recommendations of the Special Committee to the Corporation.

 ARTICLE VII - CORPORATE FINANCES

SECTION 1 - DUES

7.1.1. Annual dues shall be paid by all Members to this Corporation on a calendar year basis in such amount as may from time to time be determined by the Corporate Officers, provided that the amount of such dues shall be determined prior to the commencement of the calendar year for which such dues are payable and shall not be modified during such calendar year. No annual increase in dues shall be adopted without the approval of a majority vote of the Corporate Members at the last regularly scheduled meeting of the year.

7.1.2. Annual dues shall be paid by all Affiliate Members to this Corporation on a calendar year basis at a rate of one-half the amount of dues charged to Corporate Members.

7.1.3. In the event that a change or increase in the amount of annual dues is not presented to or agreed upon by the Corporation at the last regularly scheduled meeting of the year, the amount of such dues shall be the same as was payable during the preceding calendar year.

7.1.4. The annual dues payable by each Member to the Corporation shall be remitted to the Treasurer on or before January 1st of each calendar year.

 SECTION 2 - PENALTIES

7.2.1. On February 1st of each calendar year the Treasurer of this Corporation shall notify all Members of this Corporation whose dues are not paid for the current calendar year, that their dues are in arrears. All Members whose dues to this Corporation are not paid by March 1st for the current calendar year shall be automatically suspended from Membership status without further notice or action by this Corporation.

7.2.2. By March 15th of each calendar year the Treasurer shall notify the Chair of all non-paid Members. Any Member who fails to pay dues and or assessments as of the date prescribed by this Section, or as otherwise prescribed by the Corporate Officers, shall be removed from Membership status.

7.2.3. Reinstatement of such Members shall be upon terms as the Corporation may determine and shall include the full amount of annual dues required for the calendar year.

7.2.4. The right of a Corporate Member to vote or to be elected to or hold office in this Corporation and the right of any Member to participate in the affairs of this Corporation shall cease during any time while said Member's dues to this Corporation remain unpaid.

 SECTION 3 - COMPENSATION

7.3.1. Officers or Members shall not receive compensation for services performed in the capacity of Officer or Member.

7.3.2. This provision shall not be construed to prevent the payment of compensation to any Officer or Member for valuable services performed in any other capacity.

7.3.3. The actual expense incurred, or to be incurred, by any person in serving the Corporation may be advanced or be paid, upon approval or ratification by the voting Corporate Members.

7.3.4. Any expense incurred by any person in serving the Corporation shall be submitted within 45 days of actual occurrence of such expense. Failure to meet the 45 day limit constitutes forfeiture of reimbursement for the expense.

 SECTION 4 - DISBURSEMENTS

7.4.1. Payment of budgeted Corporate expense shall be made by the Treasurer when due without any additional ratification or approval. Any disbursements due to excess of budgeted Corporate expenses must have the approval of the Corporation.

7.4.2. All checks, drafts or withdrawals drawn upon Corporate funds for Corporate expenses shall be executed by the Chair and the Treasurer of this Corporation.

7.4.3. All disbursements and receipts by the Treasurer shall be reported at the next regularly scheduled Corporate meeting.

 SECTION 5 - DEPOSITS

7.5.1. All monies generated by activities in behalf of this Corporation shall be deposited in the Corporate account. All monies of this Corporation shall be kept in such bank or banks or other depository or depositories as the Corporation shall from time to time designate. The Treasurer shall ensure all deposits are identified and reported on properly encoded deposit slips.

 SECTION 6 - BUDGET REQUESTS

7.6.1. All Corporate and Special Committee operations budgets may be submitted to the Corporation at the regularly scheduled meetings of the Corporation. Final budget approvals shall be given no later than the next regularly scheduled meeting through approval by the voting Corporate Members.

 SECTION 7 - SPECIAL ASSESSMENTS

7.7.1. The Corporation may make special assessments for necessary operating or special finances only after a special election with a majority of the votes cast being in favor of the assessment.

7.7.2. The time and procedure for such special election shall be determined by the Corporation, but in no event shall the period of time between the notification of election and the voting deadline be less than forty-five days.

7.7.3. The Secretary shall be responsible for all mailing of ballots and for the final vote count and shall notify the Corporation of the voting result at the next regular meeting of the Corporation.

7.7.4. Voter approval shall cause the Corporation to determine the time and method of Special Assessment payments.

 SECTION 8 - FINANCES

7.8.1. All disbursements in payment of the Corporate expenses shall be approved or ratified by the Chair. All checks, drafts or withdrawals drawn upon Corporate funds shall be executed by the Chair and Treasurer.

7.8.2. All monies collected by the Corporation in the name of Oregon GPS Users Group become a part of Corporation finances and must be accounted for in the annual Corporation Financial Report.

 SECTION 9 - LEGAL OBLIGATIONS

7.9.1. The Officers and Members of the Corporation shall not have the authority to bind or in any manner obligate the Corporation and shall not purport to act for or on behalf of the Corporation in any actions or statements not conforming with the official business of the Corporation.

 ARTICLE VIII - AMENDMENTS

SECTION 1 - BYLAWS

8.1.1. Subject to the requirement of Article VIII, Section 2, these bylaws may be altered, amended or repealed and new or revised bylaws adopted by a majority vote of this Corporation.

 SECTION 2 - PROPOSALS FOR CHANGES OR ADDITIONS

8.2.1. Proposals for change(s) in or addition(s) to these bylaws may be made by any Corporate Member of this Corporation. The Corporation shall be required to take action regarding said proposal only if it is accompanied by a petition signed by at least ten (10) percent of the Corporate Members.

8.2.2. Proposals for change(s) in or addition(s) to these bylaws shall be submitted in writing to the Secretary at least twenty-one (21) days prior to the next regular or special meeting of the Corporation, and the Chair shall consider said proposal at that time.

8.2.3. In the event that the majority of the Corporation, or by petition ten (10) percent of the Corporate Members have determined that a change or addition to these bylaws may be warranted, the Corporation shall direct the Secretary to notify in writing each Member of the proposed change(s) or addition(s). The Corporate Members shall vote on acceptance or rejection of the proposed change(s) or addition(s) at the next regularly scheduled meeting.

8.2.4. Discussion and concerns of said proposal may necessitate the extension of the vote if decided by the Corporation.

8.2.5. The results of the vote of the Corporation on the proposed change(s) or addition(s) shall be binding on the Members of the Corporation.

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