THE MISGUIDED PROJECT BYLAWS
The name of the organization shall be The Misguided Project Inc. It shall be a nonprofit organization incorporated under the laws of the state of Oregon.
Article II: PRINCIPLE
The principal and registered office of the Corporation for transactions of the business shall be located in the state of Oregon, county of Lane, city of Eugene. The Board of Directors may, at any time, designate, add or change new locations either within or outside the state of Oregon as the business of the Corporation may require from time to time.
This Corporation shall be organized and operated exclusively for charitable, scientific, literary, educational purposes, and testing for wildlife and public safety. 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 2015 (or its corresponding future provisions.)
Specifically, the corporation’s primary purpose will be to organize, educate, share, and outfit individuals in the differently abled community to safely enter the wilderness confidently at any age. Encouraging awareness of the vital roll the wilderness and its interior play by innovating alternative equipment to prevent injury and create pathways to wilderness exploration. As a organization we understand the term “disability” to include: physical, mental and emotional.
Also, to protect and increase public awareness of the wilderness by offering informational services and resources to the adventure communities at large, offering equipment and other necessities for educational and survival purposes in the field, regardless of experience.
Article IV: MEMBERS:
Membership shall consist of volunteers, active participates and the Board of Directors.
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 and Classes. The number of directors of this Corporation shall be fixed by the Board of Directors, but in no event shall be no less than three. The board shall have one (1) class of directors that are representatives of the Corporation. The Director, Secretary, and Treasurer.
Section 3. Qualifications. Membership on the Board of Directors shall be open to all persons who demonstrate commitment to the advancement of our mission and interest. We will not restrict on the basis of race, color, religion, age, national origin, gender, or sexual orientation. The Governance Committee shall strive to select a slate of candidates that is broadly representative of The Misguided Project Inc, providing services to or otherwise demonstrating significant interest in the commitment to protect and increase wilderness safety and public awareness through, charitable, scientific, literary, and educational purposes represented by this corporation's body.
ARTICLE V: NOMINATIONS AND ELECTIONS:
Section 1. Elections and Vacancies.
1.1. The Misguided Project Inc Board of Directors shall elect no fewer than three (3) directors to serve staggered terms to begin July 1, 2018.
1.2. In order to implement staggered terms, the Board of Directors shall determine which directors shall serve a one year, two year and three-year terms. If the Board (including ex officio members) consists of a number of board members evenly divisible by three, one third of the elected members shall be designated to serve one-year terms, one third to serve two-year terms, and one third to serve three-year terms.
If the board consists of a number of board members not evenly divisible by three, the number of elected members designated to serve three-year term must exceed by one of the number of members designated to serve one-year and two-year terms.
1.3. After implementation of staggered terms, directors shall serve as provided in Section 2 of Article IV.
1.4. Nothing herein shall prohibit a director from serving two consecutive terms.
1.5. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, unless otherwise provided by law. A director elected to fill a vacancy shall be elected for the remaining term of his/her predecessor in office.
1.6. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the board of directors, for a term of office constituting one, two or three years as determined by the board to maintain a balance of staggered terms for the board of directors.
Section 2. Terms.
2.1. The term of office of each director of the corporation elected at the Annual Meeting shall be one, two, or three years. Directors may be elected to successive terms of office.
Section 3. Removal.
3.1. Any director may be removed, with or without cause, by a vote of two thirds of the directors then in office.
Section 4. Vacancies.
4.1. 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.
Section 5. Quorum and Action.
5.1. 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 6. Proxies.
6.1. The position of proxy must be elected by the Board of Directors.
Section 7. Regular Meetings.
7.1. 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 8. Special Meetings.
8.1. Special meetings of the board may be called by the president of the board, by any two members of the Executive Committee, or by written notice filed with the Secretary of the Board by one-third (1/3) of the directors then in office. 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 or by fax not less than two (2) business days prior to said special meeting.
Section 9. Alternative Meeting Venue.
9.1. 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.
9.2. All participating directors shall be informed that a meeting is taking place at which official business may be transacted.
Section 10. No Salary.
10.1. Directors shall not receive salaries for their board service, but nothing herein should be construed to prevent an officer or director from receiving any compensation from the organization for duties other than as a director or officer.
Section 11. Action by Consent.
11.1. 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 12. Officers.
12.1. The officers of the corporation shall be a President, Secretary and a Treasure, all of whom shall be elected by The Misguided Project Inc Board of Directors. Such other officers and assistant officers can be elected as deemed necessary and may be elected by the board of directors. The president shall serve as “Chairman of The Board.” In its discretion, the board of directors may leave unfilled for any such period as it may see determined, any office except those of president and secretary. Any two or more offices may be held by the same person, except for offices of the president and secretary, which may not be held by the same person.
12.2. Election and Terms of Office. The officers of The Misguided Project Inc will be elected by the board of directors and shall be elected annually at the first meeting. If the election officers shall not be held at such meeting, such election shall be held thereafter. Each officer shall hold office until his successor shall
have been duly elected and shall have qualified, or until his/ her death, or until resignation, or shall been removed in the manner hereinafter provided.
12.3. Removal. Any officer, director, proxy or agent may be removed by unanimous vote of the board of directors whenever, in the judgment, and the best interest of The Misguided Project Inc. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Removal of a director may be made by unanimous vote of the remaining members of the board of directors. Election or appointments of an officer, proxy or director shall not itself create contract rights, and such appointments shall be terminable at will.
12.4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by a vote from the board of directors for the unexpired portion of the term.
12.5. President. The president shall be the principal executive officer of The Misguided Project Inc, and, subject to the control of the board of directors, shall in general supervise and control all of the business and affairs of the organization. He (and or) She shall, when present, preside at all meeting of the board of directors. He (and or) She may sign, with the secretary or any other proper officer of the corporation there unto authorized by the board of directors, any deeds, mortgages, bonds, contracts or other instruments which the board of directors has authorized to be executed, except in the cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these bylaws to some other officer or director of the organization; or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties and may be prescribed by the board of directors from time to time.
12.6. Secretary. The secretary shall: (a) keep the minutes of the proceeding of the board of directors in one or more minutes books or electronic folders provided that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the organization, if any, and see that the seal of the organization, if any, is affixed to all documents, the execution of which on behalf of the organization under its seal be duly authorized; (d) keep a register of the post office address of each director which shall be furnished to the secretary by such director; and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the president or the board of directors.
12.7. Treasurer. The treasurer shall have charge and custody of all funds and securities of The Misguided Project Inc; collect, deposit and expend funds for the organization as requested and authorized by the board; maintain financial records in a complete and accurate method; balance the accounts each month and ensure that all documentation for income and disbursements is kept in order; prepare quarterly financial reports for the board; and, perform any and all duties incident to the office of treasurer and such other duties as from time-to-time may be assigned by the president or by the board of directors.
ARTICLE VI: NON-DISCRIMINATION POLICY:
It shall be the operational policy of The Misguided Project Inc 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 organization.
ARTICLE VII: CONFLICT OF INTEREST:
Section 1. Purpose.
1.1. The purpose of the “Conflict of Interest” policy is to protect the tax-exempt, Organization status of The Misguided Project’s 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 conflicts of interest application to nonprofit and charitable organizations.
Section 2. Definitions.
2.1. Interested Person Definitions; 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.
2.2. 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 Misguided Project Inc 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 remunerations as well as gifts or favors that are insubstantial. A financial interest is not necessarily a conflict of interest. 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.
3.1. 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 director and board of directors with governing board delegated powers considering the proposed transaction or arrangement. (a.) 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, he or 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. (b.) Procedures for Addressing the Conflict of Interest. (c.) An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. (d.) The chairperson of the governing board or committee shall, if appropriate, appoint a interested person or committee to investigate alternatives to the proposed transaction or arrangement. (e.) 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. (f.) 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.
Section 4. Violations of the Conflicts of Interest Policy.
4.1. 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.
Section 5. Record of Proceedings.
5.1. 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.
Section 6. Compensation.
6.1. A voting member of the board who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member's compensation.
6.2. 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.
6.3. No voting member of the 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.
6.4. In the event of a tie vote, a trustee will be appointed to act as a tie-breaker.
Section 7. Annual Statements.
7.1. 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 “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.
Section 8. Periodic Reviews.
8.1. To ensure that The Misguided Project Inc 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: Periodic Reviews
8.2. Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm's length bargaining.
8.3. 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.
Section 9. Use of Outside Experts.
9.1. When conducting the periodic reviews as provided for in Article VII, 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 VIII: AMENDMENT OF BYLAWS:
These Bylaws may be amended or repealed, and new Bylaws adopted, by the Board of Directors by an affirmative vote of two-thirds of directors present, if a quorum is present. Prior to the adoption of the amendment, each director shall be given at least ten day notice of the date, time, and place of the meeting at which the proposed amendment is to be considered, and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the Bylaws and shall contain a copy of the proposed amendment. The above Bylaws were approved and adopted by the Board of Directors of the Corporation on 1st day of July 2018. Original Bylaws adopted by the Board:
Approved by the Executive Board of Directors on: ___________________________________
Signature, Date & Title :__________________________________
Signature, Date & Title :__________________________________
Signature, Date & Title :__________________________________
Signature, Date & Title :__________________________________
Don't get lost... get MISGUIDED
We encourage awareness of the vital role wilderness plays by innovating alternative equipment to prevent injury and engineer pathways to exploration for the differently-abled community.