Bylaws of MeriSol
This corporation shall be organized and operated exclusively for charitable,
scientific, literary, religious, and educational purposes. Subject the
limitations stated in the Articles of Incorporation, the purposes of this
corporation 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 chapter 501(c)(3)
exemption of the Internal revenue Code of 1954 (or its corresponding future
provisions). The primary purpose for which this corporation is organized and
actually intends to engage in this state, which shall not limit the character of
the exempt activities which this corporation may ultimately conduct, are as
follows: To select participants from disadvantaged inner city youth and
economically disadvantaged individuals and/or heads of families, for a long-term
commitment with specific programs involving in-depth training and employment in
a broad range of skills. Students will directly participate in a mentorship
capacity with management and staff personnel in various aspects of project
activities. MeriSol Services Inc. will use as a focal point and vehicle the
Hi-Tech Multimedia Training Center.
Article II. Non-membership: This corporation shall have no members.
Article III: Executive Director: The Executive Director shall be appointed by
Article IV: Oversight Committee: An Oversight Committee, chaired by the
Executive Director, will act as a liason to the Board of Directors, and will be
responsible for the establishment of related projects to maintain the
corporation's purpose of an on-going jobs training program for at risk youth and
financially disadvantaged heads of households. Members, appointed by the
Executive Director, will include one board member, two project staff members and
a representative selected from the student body.
Article V: Board of Directors: The initial Board of Directors will be
appointed by the Executive Director.
Section 1. Duties: The financial affairs of the corporation shall be overseen
by the Board of Directors.
Section 2. Number and Qualifications: The number of Directors is established
at between may vary between a minimum of three and a maximum of ten.
Section 3. Term and Election: The term of office for Directors shall be two
years. A Director may be re-elected without limitation on the number of terms he
may serve. The board shall elect its own members, except that a Director shall
not vote on that members own position.
Section 4. Removal: Any Director may be removed, with or without cause, by a
vote of two-thirds of the Directors then in office.
Section 5: Vacancies: Vacancies on the Board of Directors and newly created
board positions will be filled by a majority vote of the Directors then on the
Board of Directors.
Section 6. Quorum and Action. A quorum at a board meeting shall be a majority
of the number of Directors prescribed by the Board, or if no number is
prescribed, a majority of the number in office immediately before the meeting
begins. 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
requires a majority vote of the directors in office to establish committees to
exercise Board functions, to amend the Articles of Incorporation, to sell assets
not in the regular course of business, to merge, or to dissolve, or for other
matters, such action is taken by that majority as required by law.
Section 7. Regular meetings: Regular meetings of the Board of Directors shall
be held at the time and place to be determined by the Board of Directors. Notice
of such meetings, describing the date, time, place, and purpose of the meeting,
shall be delivered to each Director personally or by telephone or by mail not
less than two days prior to the special meeting.
Section 8. Meeting by Telecommunication: Any regular or special meeting of
the Board of Directors may be held by telephone or telecommunications in which
all Directors participating may hear each other.
Section 9. No salary: Directors shall not receive salaries for their Board
Services, but may be reimbursed for expenses related to Board Service.
Section 10. Action by Consent: Any action required by law to be taken at a
meeting of the board, or any action which may be taken at a board meeting, may
be taken without a meeting if a consent in writing, setting forth the action to
be taken or so taken, shall be signed by all the Directors.
Article VI: Committees:
Section 1. Oversight Committee: The Executive Director shall select members to make up an Oversight Committee, chaired by the Executive Director, and including one Board Member, two staff members and one student. The Oversight Committee shall report to the board, and is responsible for overseeing the success of the corporation.
Section 2. The Executive Director shall select members to make up a Selection Committee, Chaired by the Executive Director, and including the Project director, two instructors and the Director of Human Resources. The Selection Committee is responsible for the selection of students for the projects of the corporation.
Section 3. Executive Committee: The Board of Directors may elect an Executive
Committee. The Executive Committee shall have the power to make on-going
decisions between Board meetings and shall have the power to make financial and
Section 4. 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 5. Composition of Committee 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 that time.
Section 6. 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 7. 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 by the Board of Directors.
Article VII: Officers
Section 1. Titles: The officers of this corporation shall be the Executive
Director, Secretary, and Treasurer.
Section 2. Election: The Board of Directors shall elect the Secretary and
Treasurer to serve one year terms. The Executive Director shall serve three year
terms. An Officer may be reelected without limitation on the number of terms the
officer may serve.
Section 3. Vacancy: A vacancy of the office of Executive Director, Secretary,
and Treasurer shall be filled not later than the first regular meeting of the
Board of Directors following the vacancy.
Section 4. Other Officers: The Board of Directors may elect or appoint other
officers, agents and employees as it shall deem necessary and desirable. They
shall hold their offices for such terms and have such authority and perform such
duties as shall be determined by the Board of Directors.
Section 5. Executive Director: The Executive Director shall be the chief
officer of the corporation and shall act as the Chair of the Board. The
Executive Director shall have any other powers and duties prescribed by the
Board of Directors.
Section 6. Secretary. The Secretary shall have overall responsibility for all
record keeping and all corporate funds. The Secretary shall perform, or cause to
be performed, the following duties; (a) official recording of the minutes of all
proceedings of the Board of Directors meetings and actions; (b) provision for
notice of all of the Board of Directors; (c) authentication of the records of
the corporation; and (d) any other duties as may be prescribed by the Board of
Section 7. Treasurer: The Treasurer shall have the overall responsibility of
(a) keeping of full and accurate accounts of all financial records of the
corporation; (b) 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) 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 8. Executive Director: The Executive Director shall have the overall
responsibility of (a) Overseeing the day to day operations of the activities of
MeriSol Services Inc; (b) developing new programs consistent with the purpose of
the corporation; (c) and chairing
Article VIII: Corporate Indemnity: This corporation will indemnify its
officers and directors to the fullest extent allowed by Oregon law.
Article IX: Non-discrimination Policy: It is the policy of MeriSol Services
Inc. to provide client services without regard to race, color, religion, gender,
national origin, age, marital status, sexual orientation or political belief.
Article IX. Amendments to Bylaws: These Bylaws may be amended or repealed, and new Bylaws adopted, by the Board of Directors by a majority vote of Directors present, if a quorum is present. Prior to the adoption of the amendment, each Director shall be given at least two days 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.
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