Article I. Name The name of this Corporation shall be Rose City Fashion Week.
Article II. Offices Section 1. Place The principal office of the corporation in the State of Oregon shall be located at: 6571 SW 123rd Ave, Beaverton, OR 97008 Section 2. Other Offices The registered office for the transaction of the business of this Corporation shall be located in the state of Oregon. The Board of Directors may, at any time, change the location of the registered office within Oregon. This Corporation may also have offices at more than one place in Oregon as the Board of Directors may determine and fix by resolution.
Article III. Purpose and Powers This Corporation shall be organized and operated exclusively for charitable, scientific, literary, and educational purposes. Subject to the limitations stated in the Articles of Incorporation, the purposes of this Corporation shall be to engage in any lawful activities, none of which is for profit, for which corporations may be organized under Chapter 65 of the Oregon Revised Statutes (or its corresponding future provisions) and Section 501(c)(3) of the Internal Revenue Code of 1954 (or its corresponding future provisions). This Corporation shall act exclusively within the meaning of section 501(c)(3) and hold its primary purposes to be: advocacy for, and increasing public awareness of, the participation of marginalized persons in the Beauty Industry (i.e. Fashion, Photography, Makeup, Cosplay/Costuming, Styling, Design, etc.) within the Pacific NorthWest, and strengthening their leadership, exposure, and organizational capacity. As well as, to share knowledge, sharpen skills, hone partnership and develop professionally within those marginalized communities, through annual community building events, professional conferences and training, and through specialized informational workshops and other such community engagement events focused on bringing together, supporting, and uplifting those marginalized communities. Rose City Fashion Week will pursue connections with those communities through participation and/or presence in local events and through hosting events of its own. Rose City Fashion Week will make dedicated efforts to participate in events with a focus on, or facets of, Cosplay and/or Costuming. The organization does this with a consideration of the creativity and unrecognized collection of skills required to execute proficiency in this specialization as well as an understanding for the lack of visibility of members of these marginalized communities within Cosplay/Costuming. The corporation shall also do and perform such other acts as may be necessary or appropriate for carrying out the foregoing purposes of this corporation and in connection therewith, to exercise any of the powers granted to nonprofit corporations by the Oregon Nonprofit Corporation Law and within the meaning of section 501(c)(3). Marginalized communities include those who have been historically excluded from involvement in our cities, as well as those continuing to face other barriers to civic participation. This includes those marginalized by factors like race, wealth, immigration status, fractured family dynamics such as placement in the foster care system, disability, gender, and/or sexual orientation.
Article IV. Members Until such time that the Corporation’s Articles of Incorporation or these Bylaws are amended, the Corporation has no members.
Article V. Board of Directors Section 1. General Powers The business and affairs of this Corporation shall be governed by its Board of Directors. Section 2. Number The number of directors of the corporation shall be unlimited, with the exception of a minimum of 3 Directors, and shall be determined by a quorum of the Rose City Fashion Week Board of Directors. Section 3. Qualification Membership on the Board of Directors shall be open to all persons with a demonstrated commitment to advancing the interests of Rose City Fashion Week’s charitable purpose and will not be restricted on the basis of race, color, religion, age, national origin, gender, or sexual orientation. The Board may choose to expand Its number of members, and if it so chooses to shall strive to select a slate of candidates that is broadly representative of the organizations or individuals providing services to or otherwise demonstrating a significant interest in or commitment to those charitable purposes, as well as areas of the state and various non profit sectors including education, health, economic development, social services, cultural entities, advocacy organizations and any other sectors represented within this Corporation. Section 4. Nomination and Election The Board of Directors shall be responsible for identifying prospective candidates for election to the Board. Directors are to be voted on and elected at each annual meeting of the Board, unless a special meeting is expressly called to remove a director, fill a vacancy, or elect an additional Director position. If a director is elected, but is not yet qualified to hold office, then the previous director shall holdover until such time that the newly elected director is so qualified. Section 5. Terms The term of office of each director of the corporation elected at the Annual Meeting shall be one year. Directors may be elected to successive terms of office. Section 6. Removal Any director may be removed, with or without cause, by a vote of two-thirds of the directors then in office at a regular or special meeting called for that purpose. Section 7. Vacancies Vacancies on the Board of Directors shall be filled by an affirmative vote of a majority of the Directors then in office at a regular or special meeting called for that purpose. The Board of Directors shall nominate the candidate for a vacant position. A successor director shall serve for the unexpired term of the predecessor and, at the conclusion of the unexpired term, shall be eligible for a one year term as recommended by the Board. Section 8. Quorum and Action At any meeting of the Board of Directors a majority of the directors then in office shall constitute a quorum. 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 or these bylaws requires a majority vote of the directors in office, such action is taken by that majority as required. Section 9. Regular Meetings Regular meetings of the Board of Directors shall be held at a time and place as shall be determined by the Board of Directors. No other notice of the date, time, place, or purpose of these meetings is required. Section 10. Special Meetings Special meetings of the Board of Directors may be called by or at the request of the president or any two directors. Notice of special meetings of the Board of Directors shall be delivered to each director personally by telephone or by mail or by electronic mail not less than two (2) business days prior to said special meeting, unless agreed on by two-thirds of the Board of Directors. Section 11. Alternative Meeting Venue Any regular or special meeting of the Board of Directors may be held by telephone, telecommunications or electronic means, as long as all Board members can hear or read each other's communications during the meeting or all communications during the meeting are immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors. All participating directors shall be informed that a meeting is taking place at which official business may be transacted. Section 12. Compensation The Directors, as such, shall not receive any stated salary for their services. By resolution of the Board of Directors, the directors may be paid their expenses, if any, for attendance at each meeting of the Board of Directors. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Section 13. Action by Consent Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if consent in writing, setting forth the action to be taken, shall be signed by all the Directors. Section 14. Duties of the Board It shall be the duty of the Directors to:
Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;
2. Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the Corporation;
Supervise all officers, agents and employees of the Corporation to assure that their duties are performed properly;
Meet at such times and places as required by these Bylaws;
Register their physical addresses and email addresses with the Executive Director of the Corporation,
Elect annually a Chairperson to preside over the Board of Directors' meetings or to take such action as may be agreed upon by the Board of Directors;
Establish, charter, and disband committees, including Work Groups, as appropriate to conduct the work of the Corporation;
Consider for approval or rejection the Corporation's annual budget. If the annual budget is not approved at the start of each calendar year, the Corporation shall operate based on the prior yearly budget, to the extent practical, until an annual budget is approved;
Make a yearly evaluation of the Corporation's fulfillment of its purposes; and
Such other duties as are customary for the Directors of a Nonprofit Business League organized under Section 501(c)(6) of the Internal Revenue Code.
Article VI. Committees Section 1. Executive Committee The Board of Directors may elect an Executive Committee. The Executive Committee shall have the power to make ongoing decisions between Board meetings and shall have the power to make financial and budgetary decisions. Section 2. 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. Section 3. Composition of Committees 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 the time. Section 4. 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. Section 5. Terms The term of a committee chair and committee members shall be one year. Chairs and members may be appointed to successive terms. 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 adopted by the Board of Directors.
Article VII. Officers Section 1. Titles The officers of this Corporation shall consist of a President, Treasurer, Secretary, and other such officers as the Board may appoint. Section 2. Nomination, Terms, and Election The Board of Directors shall nominate and appoint the President, Treasurer and Secretary to serve one-year terms. An officer may be reappointed without limitation on the number of terms he or she may serve. Section 3. Removal Any person elected or appointed by the Board may be removed from office by a vote of a majority of the Board members then serving on the Board whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Removal as an officer shall not necessarily mean removal as a Board member. Section 4. Resignation Any officer may resign at any time by giving written notice to the Secretary or President of the corporation. Section 5. Vacancy A vacancy in any office shall be filled by the Board of Directors not later than the first regular meeting of the Board of Directors following the meeting at which the vacancy was reported. The Board shall nominate the candidate for the vacancy. Section 6. Other Officers The Board of Directors may elect or appoint such other officers and agents as it shall deem necessary or desirable. They shall hold their offices for such terms and shall have such authority and perform such duties as shall be determined by the Board of Directors. Section 7. President The President shall be the chief executive officer and may also be the Chairperson of the Board of Directors of the Corporation. The President, acting in the capacity of the President, shall, subject to the control of the Board of Directors, supervise and control the affairs of the Corporation and the activities of the officers. The President shall perform all duties incident to their office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, the President shall, in the name of the Corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors. The President is an ex-officio member of all committees. Section 8. Secretary The Secretary of the Board of Directors shall have overall responsibility for all record keeping of the Board. Under the direction and supervision of the President of the Board of Directors, the Secretary shall perform, or cause to be performed, the following duties: (a) official recording of the minutes of all proceedings of regular and special meetings of the Directors of this Corporation; (b) official recording of the minutes of all proceedings of the Board of Directors meetings and actions; (c) official recording of the minutes of all proceedings of the Executive Committee meetings and actions; (d) provision for notice of all regular and special meetings of Members of this Corporation and of regular and special meetings of the Board of Directors; (e) review revisions to the Articles of Incorporation as needed; (f) preside at meetings of the Board of Directors in the absence of the President; (g) retain all records relating to the hiring and performance review and termination of the Executive Director; (h) retain the Board Policy Manual and ensure that it is up to date; and (i) any other duties as may be prescribed by the Board of Directors. In the absence of the President or in the event of her/his inability or refusal to act, the Secretary shall perform the duties of the President, and when so acting, shall have all the powers of the President. The Secretary shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors. Section 9. Treasurer The Treasurer of the Board of Directors shall have overall responsibility for all corporate funds. The Treasurer shall perform, or cause to be performed, the following duties: (a) keeping of full and accurate accounts of all the financial records of the corporation; (b) the 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) the 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 10. Past President The Past President shall ensure a smooth transition to the new President. They shall assist and advise the incoming President with respect to transition of power and generally agreed Board culture and protocols. Section 11. Salaries The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that such officer is also a director of the corporation.
Article VIII. Non-Discrimination Policy It shall be the operational policy of this Corporation not to discriminate against any person on the basis of race, color, sex, sexual orientation, religion, creed, marital status, national origin, disability, or political belief. This policy includes, but is not exclusive of, hiring, firing, layoffs, promotions, wages, training, disciplinary action or any other terms, privileges, conditions, or benefits or employment, as well as non-discrimination in the providing of any services offered by this Corporation.
Article IX. Indemnification of Directors and Officers Section 1. Indemnification The corporation shall defend, indemnify and hold harmless to the fullest extent permitted by the Oregon Nonprofit Corporation Act each director and officer of the corporation now or hereafter serving as such, against any and all claims and liability to which such officer or director has or shall become subject by reason of serving or having served as such director or officer, or by reason of any action alleged to have been taken, omitted, or neglected by such officer or director in such capacity. Section 2. Expenses The corporation shall further defend, indemnify and hold harmless each director or officer from any and all loss and expense, including amounts paid in settlement before or after suit is commenced, and reasonable attorney's fees, court costs, litigation expenses, witness fees, expert witness fees, and all other costs or expenses actually and necessarily incurred as a result of any claim, demand, action, proceeding or judgment that may be asserted against any such director or officer whether or not litigation is commenced. Section 3. Limitation on Indemnification and Expense Reimbursement No such director or officer shall be indemnified against or be reimbursed for any expense incurred in relation to matters to which it is adjudged in any action, suit, or proceeding that any such director or officer is liable for:
breach of duty of loyalty to the corporation or its members;
acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
any unlawful distribution;
any transaction from which the director or officer derived an improper personal benefit; or
any act or omission in violation of ORS 65.361 to 65.367. The amount paid to any director or officer by way of indemnification shall not exceed the person's actual, reasonable and necessary expenses incurred in connection with the matter involved, and such additional amount as may be fixed by the Board of Directors, and any determination so made shall be binding on the indemnified director or officer. The rights of indemnification and reimbursement for expenses hereinabove provided for shall not be exclusive of any rights to which any director or officer of the corporation may otherwise be entitled by law.
Article X. Conflict of Interest Policy Section 1. Purpose The purpose of the conflict of interest policy is to protect this tax-exempt organization's (Rose City Fashion Week) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Executive Officer or Board Of 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. Section 2. Definitions 1. Interested Person: Any Executive Officer, Board of Director, 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. 2. Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement, b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or c. 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 Article X, Section 3, 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. Section 3. Procedures 1. 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 Executive Directors and Board of Directors with governing board delegated powers considering the proposed transaction or arrangement. 2. Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the interested person, she/he/they 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. 3. 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, she/he/they 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. 4. Violations of the Conflicts of Interest Policy a. 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. b. 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. 5. Records of Proceedings: 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. 6. 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. 7. 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. 8. Periodic Reviews: 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. The periodic reviews shall, at a minimum, include the following subjects: a. Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm's length bargaining. b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurnment, impermissible private benefit or in an excess benefit transaction. 9. Outside Advisors: When conducting the periodic reviews as provided for in Article X the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
Article XI. Amendment of Bylaws With the advance written consent, the board of directors may, at any meeting of the board of directors, amend or repeal these bylaws by the affirmative vote of at least two-thirds of all the Corporation's directors then in office. The meeting notice shall state that a purpose of the meeting is to consider an amendment to the bylaws and shall contain a copy or summary of the proposed amendment.
Article XII. 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, 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 described in section 501(c)(3). No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Article XIII. Distribution of Assets Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. Article XIV. 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 holdings. 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 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.
Secretary’s Certificate I, the Secretary of the above-entitled corporation, do hereby certify that the foregoing is a true and correct copy of the Corporation Bylaws as adopted by the Board of Directors of the Corporation. In witness whereof, I have hereunto subscribed my name this 27th day of December , 2022.
These Bylaws are adopted by resolution of the Corporation's Board of Directors on this 27th day of December , 2022.
"Fashioning Opportunities for All Creatives Through Inspiration"