PACIFIC NORTHWEST SCULPTORS INCORPORATED
Adopted by the Board Of Directors on: Febuary 18, 2004
ARTICLE I: PURPOSE
1.1. Organization and Operation. Pacific Northwest Sculptors, Inc. ("PNS") shall be organized and operated exclusively for charitable,
scientific, literary, religious and educational purposes. Subject to the limitations stated in the Articles of Incorporation,
the purposes of PNS 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 section 503(c)(3) of the Internal Revenue Code
of 1954 (or its corresponding future provisions).
1.2. Primary Purpose. PNS's primary purpose is to coordinate educational opportunities including the exchange of information within
the sculpture community and the presentation of sculpture and information about sculpture to the broader public. PNS also serves as a
resource for sculptors. PNS also facilitates a variety of professional support services, and encourages interaction with regional,
national, and international sculpture communities.
ARTICLE II: MEMBERSHIP
2.1. Members. The membership of PNS shall consist of sculptors, students of sculpture and other persons with an interest in sculpture
and is open to anyone by reason of their interest in the activities and purposes of PNS, their willingness to be bound by the Articles
of Incorporation, Bylaws, Policies and Procedures and by paying annual membership dues. Membership may not be limited by race, gender,
age, or by any other societal category.
2.2 Dues. The Board may establish one or more categories of members and set dues for each such categories. Dues for each membership
category are payable in an amount, at a time and in a manner established by the Board. The Board may also provide for waiver of dues
in circumstances deemed appropriate by the Board.
2.3. Voting. All members in good standing, regardless of category, are entitled to one vote in all matters requiring a membership vote.
2.4. Termination of Membership. Memberships may be terminated, with or without cause, at any properly called Special Meeting of the
Board, upon a two-thirds (2/3) vote for such termination by the Board. The member involved shall be given notice at least 30 days
prior to such Special Meeting and will be given an opportunity to be present and to speak in their behalf at that meeting where his
or her removal is being considered. The decision of the Board shall be final.
2.5. Annual Meeting of the Members. PNS shall hold an Annual Meeting of the Members in February of each year at a time determined
by the Board. The business of the Annual Meeting shall be to:
(1) Vote on new Board members;
(2) Review the previous year's activities including any amendments made to the Bylaws;
(3) Review the past year's fiscal report;
(4) Present other business information that may be of interest to the membership;
(5) Tally ballots and officially introduce the newly elected Directors;
2.6. Meetings of the Members. PNS shall hold periodic Meetings of the Members at dates and locations to be determined by the Board.
These meetings are of an informal nature and may be educational, informational and/or social. Notice of all Meetings of the Members
shall be provided to all members in good standing in a written form through a general distribution notice.
2.7. Special Meetings of the Members. Special Meetings of the Members may be called by the President or the Board Special Meetings
or upon receipt of a written petition of at least ten percent (10%) of current members. Notice containing the reasons for the
meeting, its time, date and location, shall be provided to all members by mail or publication at least fifteen (15) days prior
to the scheduled meeting. The business of the Special Meeting of the Members shall be limited to those subjects identified in the notice.
2.8. Quorum of the Members. Twenty percent (20%) of members in good standing in attendance at any meeting shall constitute a
quorum. A quorum is required for any vote of the membership to be a valid vote.
2.9. Notice of Meetings. Unless notice is specifically mentioned elsewhere in the Bylaws, the President, the Secretary or the
Board shall cause to be delivered to each member entitled to vote at the meeting, either personally or by mail, not less than
fifteen (15) nor more than fifty (50) days before a meeting, notice of that meeting.
2.10. Proxies. At all meetings of members, a Member may vote in person or by a proxy that is executed in writing by the member or
that is executed by the member's duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the corporation
or other person authorized to tabulate votes before or at the time of the meeting. No proxy shall be valid after 11 months from the
date of its execution unless otherwise provided in the proxy.
ARTICLE III: BOARD OF DIRECTORS
3.1. Number and Qualification of Directors. All the powers and authority of PNS shall be exercised by or under the authority of,
and the affairs of PNS shall be managed under the direction of a Board of Directors, (the "Board") which shall consist of not less
than eight (8)persons. The actual number of directors shall be as fixed from time-to-time by the Board. PNS is committed to a
policy of fair representation on the Board of Directors, and does not discriminate on the basis of race, physical handicap, sex,
color, religion, sexual orientation or age.
3.2. Election of Directors. Persons may be nominated to serve as Directors of PNS by the President, by the Nominating Committee,
any two (2) Directors or any three (3) members who are in attendance at any meeting at which Directors are to be elected.
All nominees must consent, either verbally or in writing, to having their names placed into nomination. Persons nominated
to serve as a Director are elected by a majority vote of the members present at a regular, annual or special meeting of the
members at which a quorum exists and upon their election shall serve a two (2) year term continuing until the election and
qualification of their successors in office, subject to earlier resignation or removal in accordance with Section 3.6.
3.3. Terms of Directors. The term of a Director shall be for two years beginning at the first Board meeting following their
election. There shall be a limit of three consecutive terms, not including any partial terms filled by appointment. Persons
may be re?elected to the Board after a one year sabbatical.
3.4. Staggered Terms of Directors. PNS shall have two staggered terms of Directors. Half of the Directors shall be elected
at the annual membership meeting in such a manner as the Board shall determine.
3.5. Vacancies. In the event that a Board position becomes vacant the Board may appoint a PNS member in good standing, selected
on the basis of their interest in and ability to carry out the mission of PNS. If the Board elects to not make an appointment,
that position shall be filled in the following election. The required minimum number of Board members, however, must be maintained.
3.6. Removal and Resignation of Directors. Directors may be removed from the Board, with or without cause, by a two-thirds (2/3)
vote of the Directors attending a properly called meeting, expressly for that purpose. The Director involved will be given notice
and will be given the opportunity to be present and to speak at the meeting where removal is being considered. The decision of the
Board shall be final. Any Director may resign at any time by delivering written notice to the President or the Secretary, or by
giving notice at any official meeting of the Directors.
3.7. Compensation of Directors. No compensation will be paid to any members of the Board of Directors for services as a member
of the Board. Reimbursement may be allowed for out?of?pocket expenses.
3.8. Delegation of Board of Directors Authority. The Board of Directors may by resolution delegate specific authority to a
committee of one or more of the Directors or Members as it deems necessary and appropriate for carrying out the objectives of
PNS, including but limited to those set out in Article V.
3.9. Annual Meeting. An annual meeting of the Board shall be held during the month of January of each year. The President
shall designate the specific date, place and time for such meeting. If the annual meeting is not scheduled or held in January
of any year, the annual meeting shall be held on a date and at a place and time as specified by not less than five (5) members
of the Board. All Board meetings are open to all Members in good standing. Notice of all Board meetings will be announced in
a membership mailing. Times will be allotted for Member comments to the Board.
3.10. Regular and Special Meetings. The Board shall hold regularly scheduled monthly meetings on such dates as the President
shall determine. Special Meeting of the Board may be called by at least twenty?five percent (25%) of the Board. A Special Meeting
of the Board may be called upon receipt of a written petition of at least ten percent (10%) of current members for any purpose
stated. Due notice of the date, time and place of the meeting shall be provided to all Board and members at least fifteen (15)
days in advance of the scheduled meeting. All Board meetings are open to all members in good standing. Notice of all Board
meetings will be announced in a membership mailings. Times will be allotted for member comments to the Board.
3.11. Telephonic Meeting. Members of the Board may participate in meetings by means of a conference telephone, speaker phones or
similar communications equipment so that all persons participating in the meeting can hear each other at the same time. Participation
by such means shall constitute presence of the person at a meeting.
3.12. General standards for directors. A director shall discharge the duties of a director, including the director's duties as a
member of a committee, in good faith, with the care an ordinarily prudent person in a like position would exercise under similar
circumstances; and in a manner the director reasonably believes to be in the best interests PNS. In discharging the duties of a
director, a director is entitled to rely on information, opinions, reports or statements, including financial statements and other
financial data, if prepared or presented by:
3.12.1. One or more officers or employees of the corporation whom the director reasonably believes to be reliable and
competent in the matters presented;
3.12.2. Legal counsel, public accountants or other persons as to matters the director reasonably believes are within
the person's professional or expert competence;
3.12.3. A committee of the board of which the director is not a member, as to matters within its jurisdiction, if the
director reasonably believes the committee merits confidence.
3.13. Director conflict of interest. A conflict of interest transaction is a transaction with PNS in which a director of PNS
has a direct or indirect interest. A conflict of interest transaction is not voidable or the basis for imposing liability on the
director if the transaction is fair to PNS at the time it was entered into or is approved as provided in this section.
A transaction in which the director has a conflict of interest may be approved:
3.13.1. By the vote of the board of directors or a committee of the board of directors if the material facts of
the transaction and the director's interest are disclosed or known to the board of directors or committee of the board of
3.13.2. By obtaining approval of the:
126.96.36.199. Attorney General; or
188.8.131.52. The circuit court in an action in which the Attorney General is joined as party.
184.108.40.206. In advance by the vote of the board of directors or a committee of the board of directors if the
material facts of the transaction and the director's interest were disclosed or known to the board of directors or a committee
of the board of directors; or
220.127.116.11. If the material facts of the transactions and the director's interest were disclosed or known to
the members and they authorized, approved or ratified the transaction.
3.13.3. For the purposes of this section, a director of PNS has an indirect interest in a transaction if:
18.104.22.168. Another entity in which the director has a material interest or in which the director is a general
partner is a party to the transaction; or
22.214.171.124. Another entity of which the director is a director, officer or trustee is a party to the transaction,
and the transaction is or should be considered by the board of directors of PNS.
3.13.4. For purposes of this section, a conflict of interest transaction is authorized, approved or ratified if it
receives the affirmative vote of a majority of the directors on the board of directors or on the committee who have no direct or
indirect interest in the transaction. A transaction may not be authorized, approved or ratified under this section by a single
director. If a majority of the directors who have no direct or indirect interest in the transaction votes to authorize, approve
or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote
cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under
subsection 126.96.36.199. or 188.8.131.52. of this section if the transaction is otherwise approved as provided in subsection 3.13.2 of
3.14.5. For purposes of subsection 184.108.40.206. of this section, a conflict of interest transaction is authorized,
approved or ratified by the members if it receives a majority of the votes entitled to be counted under this subsection.
Votes cast by or voted under the control of a director who has a direct or indirect interest in the transaction, and votes
cast by or voted under the control of an entity described in subsection 3.13.3. of this section may be counted in a vote of
members to determine whether to authorize, approve or ratify a conflict of interest transaction under subsection 220.127.116.11.
of this section. A majority of the members, whether or not present, that are entitled to be counted in a vote on the
transaction under this subsection constitutes a quorum for the purpose of taking action under this section.
ARTICLE IV: OFFICERS
4.1. Officers. The elected officers of PNS shall be President, Vice President, Secretary and Treasurer. President and
Vice President shall first be elected to the Board of Directors. Each officer will serve for a period of one (1) year
following his or her election, however, the outgoing Treasurer shall retain office until the previous year's financial
books are closed and the necessary reports are filed with the federal and state tax and regulatory agencies. Election of
officers shall be by the Board of Directors at the first Board meeting of each year.
4.2. Duties of Officers.
4.2.1. President. The duties of the President shall be to:
18.104.22.168. preside over the meetings of the Board and Membership;
22.214.171.124. execute, on behalf of PNS all legal documents, with Board approval, relating to PNS business;
126.96.36.199. authorize checks in the absence of the Treasurer;
188.8.131.52. ensure that PNS abides by its Bylaws and established Policies and Procedures;
184.108.40.206. chair the Executive Committee.
4.2.2. Vice?President. The duties of the Vice?President shall be to:
220.127.116.11. assume the powers and functions of the President in the absence, resignation, removal or disability of the President:
18.104.22.168. serve on the Executive Committee.
4.2.3. Secretary. The duties of the Secretary shall be to:
22.214.171.124. oversee the keeping of records of meetings, policies, activities, membership and any other official PNS documents
required by law;
126.96.36.199. keep the minutes of the Board of Directors' meetings, Annual Membership Meetings and any Special Meetings of the Members or
Board and within thirty (30) days after a meeting, provide the Board of Directors with a copy of the minutes including a list of
motions made and the voting results,
188.8.131.52. serve on the Executive Committee.
4.2.4. Treasurer. The duties of the Treasurer shall be to:
184.108.40.206. act as PNS's registered agent for the State of Oregon;
220.127.116.11. monitor financial conditions and budgetary performance of PNS, recommending modifications as needed;
18.104.22.168. be the custodian for all PNS funds, and disburse such funds as directed by the Board;
22.214.171.124. review for approval all actions and policies with major financial implications;
126.96.36.199. maintain all current financial records of PNS, presenting a report to the Board at each meeting, and a written yearend
financial report at the Annual Meeting of the Members;
188.8.131.52. serve as the chair of the Finance Committee;
184.108.40.206. serve on the Executive Committee.
4.3. Removal of Officers. Any Officer elected or appointed by the Board may be removed from office by the Board by a two-thirds
(2/3) vote of the Directors attending a meeting set expressly for that purpose. The Officer involved will be given 30 day notice and
will be given the opportunity to be present and to speak on their behalf at the meeting where his or her removal is being considered.
The decision of the Board shall be final.
4.4. Vacancy in Officer Position. In the event of a vacancy of the President, the Vice?President shall become President. In the event
of any other officer vacancy, or the creation of a new office the Board shall elect a member to fill the unexpired term. A vacancy in
any office created by the death, resignation, removal, disqualification or any other cause shall be filled by the Board.
4.5. Standards of conduct for officers. An officer shall discharge the officer's duties:
4.5.1. In good faith;
4.5.2. With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
4.5.3. In a manner the officer reasonably believes to be in the best interests of the corporation.
4.5.4. In discharging the duties of an officer, an officer is entitled to rely on information, opinions, reports or statements,
including financial statements and other financial data, if prepared or presented by:
220.127.116.11. One or more officers or employees of the corporation whom the officer reasonably believes to be reliable and
competent in the matters presented;
18.104.22.168. Legal counsel, public accountants or other persons as to matters the officer reasonably believes are within
the person's professional or expert competence.
ARTICLE V: COMMITTEES
5.1. Executive Committee. The Executive Committee of the Board shall be chaired by the President and be comprised of the
President, Vice-President, Secretary and Treasurer.
5.2. Finance Committee. The Finance Committee shall be chaired by the Treasurer. The Finance Committee shall consist of the Treasurer and
at least one other Director.
5.3. Nominating Committee. The Nominating Committee should consider the diverse geographic locales and be sensitive to the diverse needs
and make?up of the membership. Anyone is eligible to be nominated as a Director provided that the individual is a PNS member in good standing.
The Nominating Committee shall consist of at least two Directors and shall be chaired by a member in good standing.
5.4. Other Committees. The Board may establish both Standing and Ad Hoc Committees as it deems necessary and desirable. Such Committees
may exercise functions of the Board or may be advisory.
ARTICLE VI: ADMINISTRATIVE PROVISIONS
6.1. Books and Records. The Association shall keep at its principal office copies of its current Articles of Incorporation, Bylaws;
current Policies and Procedures; copies of past year?end financial statements: minutes of Annual and Board Meetings; and research copies
of all past newsletters. All books and records shall be open at any reasonable time to inspection by any member.
6.2. Accounting Year. The accounting year of the Association shall be the twelve (12) months ending December 31.
ARTICLE VII: INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS, AND EMPLOYEES
7.1. Indemnification of Directors. Unless otherwise provided in the articles of incorporation, PNS shall indemnify any individual
made a party to a proceeding because the individual is or was a director of PNS, against liability incurred in the proceeding, but
only if the corporation has authorized the payment in accordance with ORS 60.404 and a determination has been made in accordance with
the procedures set forth in ORS 60.404 that the director met the standards of conduct in Sections 7.1.1-7.1.3.
7.1.1. Standard of Conduct. The individual shall demonstrate that:
22.214.171.124. The individual conducted himself or herself in good faith; and
126.96.36.199. The individual reasonably believed that the individual's conduct was in the best interests of the corporation, or
at least not opposed to its best interests; and
188.8.131.52. In the case of any criminal proceeding, the individual had no reasonable cause to believe his or her conduct
7.1.2. No Indemnification Permitted in Certain Circumstances. PNS shall not indemnify a director under this Section 7.1:
184.108.40.206. In connection with a proceeding by or in the right of PNS in which the director was adjudged liable to PNS; or
220.127.116.11. In connection with any other proceeding charging improper personal benefit to the director, whether or not
involving action in the director's official capacity, in which the director was adjudged liable on the basis that personal benefit was
improperly received by the director.
7.1.3. Indemnification in Derivative Actions Limited. Indemnification permitted under this Section 7.1 in connection with a
proceeding by or in the right of PNS is limited to reasonable expenses incurred in connection with the proceeding.
7.1.4. Mandatory Indemnification. In addition, unless limited by the articles of incorporation, PNS shall indemnify a director
who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because of
being a director of PNS against reasonable expenses incurred by the director in connection with the proceeding.
7.2. Advance for Expenses of Directors. Unless otherwise provided in the articles of incorporation, PNS may pay for or reimburse
the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding, if:
7.2.1. The director furnishes PNS a written affirmation of the director's good faith belief that the director has met
the standard of conduct described in Section 7.1;
7.2.2. The director furnishes PNS a written undertaking, executed personally or on the director's behalf, to repay the
advance if it is ultimately determined that the director did not meet the standard of conduct (which undertaking must be an unlimited
general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment);
7.2.3. A determination is made that the facts then known to those making the determination would not preclude
indemnification under Section 7.1 or ORS 60.387-60.414.
7.3. Indemnification of Officers, Agents, and Employees Who Are Not Directors. Unless otherwise provided in the articles of
incorporation, the board of directors may indemnify and advance expenses to any officer, employee, or agent of PNS, who is not a
director of PNS, to any extent consistent with public policy, as determined by the general or specific action of the board of directors
ARTICLE VIII: AMENDMENTS TO THE BYLAWS
8.1. Amendement. These Bylaws may be amended and/or repealed at any regular meeting of the Board of Directors or at any Special
Meeting of the Board for that purpose. Written notice of proposed amendments must be given to each Director at least thirty (30)
days prior to said meeting. All members are encouraged to attend and provide input at any such meeting where potential amendments
to the Bylaws may be made. An affirmative vote of two?thirds (2/3) of the Board is required for passage. All amendments to the
Bylaws shall be provided to the membership as soon as possible, or within three (3) months, through a general distribution publication
and at the Annual Meeting of the Members.
ARTICLE IX: DISSOLUTION
9.1. Dissolution. Upon the dissolution of PNS and after payment or provision for payment of all liabilities of PNS , the
Board will dispose of all of the assets of PNS exclusively for the purpose of the recipient corporations or associations that
are qualified as tax?exempt organizations under section 501 C(3) of the Internal Revenue code.