By-Laws

Of

The Portland Ceili Society

ARTICLE I

Name

The name of the association is the Portland Ceili Society.

ARTICLE II

Purposes

The purposes for which the Society is formed are those set forth in its Articles of Incorporation, as from time to time amended. Namely:

1. To promote the knowledge and encourage the practice of the heritage of traditional Irish folk dances, songs, and music.
2. 2. To study, research, and preserve this heritage.
3. To organize, foster, and support classes, schools, lectures, concerts, festivals, community dance evenings, and other events which will encourage participation in and enjoyment of this heritage.
4. To train teachers, musicians, and dancers in these traditions.
5. To encourage and support the establishment of local groups and regional organizations interested in these objectives.
6. To publish materials which will help to achieve these objectives.
7. To engage in promotional activities to publicize the aims and work of the Society.
8. To support the work and objectives of the Society by seeking and receiving gifts and grants of all kinds.
9. To engage in any lawful activity, none of which is for profit, for which corporations may be organized under ORS Chapter 61.

ARTICLE III

Membership

All persons are eligible for membership and become members upon payment of annual dues. Members are entitled to receive all society mailings and notices and attend all general membership meetings and may cast one vote at the annual election of the Board of Directors. Membership dues are set by the Board of Directors.

ARTICLE IV

Board of Directors

1. Composition of the Board of Directors and Duties. The property, affairs, activities, and concerns of the Society shall be invested in the Board of Directors, consisting of a minimum of seven (7) and a maximum of nine (9) directors. The members of the Board shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified.
2. Elections. Directors shall be elected by the general membership at the annual meeting; each attending member receiving one vote.
3. Meetings. The Board of Directors shall hold meetings at such times and places as it thinks proper, and shall perform all other duties necessary to manage the business affairs of the Society.
4. Resignation. Any Director may resign at any time. Directors may remove a Director at any time by unanimous vote of all remaining directors.
5. Vacancies. If any vacancies occur in the Board of Directors by reason of death, resignation, removal from office of any Director, with or without cause, all of the Directors then in office, although less than a quorum, may by unanimous vote, choose a successor or successors, to fill the newly created office until the next annual meeting of the membership.

ARTICLE V

Officers and Their Election

1. Officers.
1. The officers of the Society shall consist of a chairperson/president, secretary, and treasurer.
2. The treasurer shall be elected at the first meeting of the new Board of Directors following the annual general membership meeting.
3. The chairperson and secretary shall be elected at the close of each meeting of the Board by majority vote and shall serve at the following meeting.
4. The Treasurer shall assume the official duties of the poffice immediately upon election and shall serve for a term of one year and until the election and qualification of the successor.
5. The officers shall be a member of the Board of Directors.

2. Vacancy. A vacancy occurring in any office shall be filled for the unexpired term by a person elected by a majority vote of the Board of Directors.

ARTICLE VI

Duties of the Officers

1. Chairperson. The chairperson shall preside at the meeting of the Board of Directors for which he/she is elected and shall perform such other duties as may be prescribed in these By-Laws or assigned to him/her by the Board of Directors.
2. Secretary. The Secretary shall record the minutes at the meeting of the Board of Directors for which he/she is elected and shall perform such other duties as may be delegated to him/her.
3. Treasurer. The treasurer shall have custody of all of the funds of the Corporation; shall keep a full and accurate account of receipts and expenditures; and shall make disbursements in accordance with the approved budget, as authorized by the Board of Directors. The Treasurer shall present a financial statement when requested by the Board of Directors and shall make a full report at the annual meeting of the membership. The Treasurer shall be responsible for the maintenance of such books of account and records as conform to the requirements of the By-Laws.

ARTICLE VII

Meetings of the Board of Directors

1. Place. The Board of Directors of the Society shall hold meetings within or without the State of Oregon.
2. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board. Notice of such meetings must be given to each Board member.
3. Quorum. At all meetings of the Board of Directors, a majority of the entire Board shall be necessary to and constitute a quorum for the transaction of business, and the vote of a majority of the Directors present at the time of the vote, if a quorum is present, shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the By-laws of the Society, If a quorum is not present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time, until a quorum shall be present. Notice of any such adjournment shall be given to any Directors who were not present and, unless announced at the meeting, to the other Directors.
4. Compensation. Directors, as such, shall not receive any salary for their services, provided that nothing herein contained shall be construed to preclude any Director from serving the Society in any other capacity and receiving compensation therefore.

ARTICLE VIII

Amendments

The Board of Directors, by a vote of one less than the total number of serving Directors, shall have the power to amend, repeal, or adopt By-Laws at any regular meeting of the Board.

ARTICLE IX

General Provisions

1. Annual Meeting. A general meeting of the membership shall be held once a year for the purpose of electing a new Board of Directors.
2. Annual Statement. The outgoing Board of Directors shall present at each annual meeting a balance sheet and cash flow statement.
3. Special Meetings. A meeting of the general membership can be called atr any time upon notification of the membership.
4. Instruments Under Seal. All deeds, bonds, mortgages, contracts, and other instruments requiring a seal may be signed in the name of the Society by the Treasurer or by any other Director authorized to sign such instrument by the Board of Directors.
5. Checks, etc. All checks or demands for money and notes or other instrument evidencing indebtedness or obligations of the Society shall be signed by the Treasurer or such other member of the Board as the Board of Directors may from time to time designate.
6. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of July and end on the 30^th day of June in each calendar year.
7. Seal. The corporate seal shall have inscribed thereon the name of the Society, and the words “Corporate Seal Oregon.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

ARTICLE X

Conflict of Interest Policy

1. Purpose. The purpose of the conflict of interest policy is to protect the Portland Ceili Society’s (“the Organization”) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations

2. Definitions.

A. Interested Person. Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person

B. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family

1. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement
2. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial

A financial interest is not necessarily a conflict of interest. Under Number 3, Section B (below), a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists

3. Procedures.

A. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

B. Determining Whether a Conflict Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

C. Procedures for Addressing the Conflict of Interest.

a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

c. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

D. Violations of the Conflicts of Interest Policy. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

4. Records of Procedures. The minutes of the governing board and all committees with board delegated powers shall contain:

a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed.

b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

5. Compensation.

a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation

b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation.

c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation

6. Annual Statements. Each director, principal officer and member of a committee with governing board-delegated powers shall annually sign a statement which affirms such person:

a. Has received a copy of the conflicts of interest policy,

b. Has read and understands the policy,

c. Has agreed to comply with the policy, and

d. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes

7. Periodic Reviews and Use of Outside Experts. To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted if the Organization begins paying wages, salaries or benefits, enters into partnerships, formal joint ventures, or if the Board otherwise determines it is necessary to safeguard tax-exempt status. Outside experts may be used for such reviews, but are not required. In any event, use of such outside experts does not relieve the Board of its responsibilities in this area.