STEAM Hub 4 CISS

The Bylaws of STEAM Hub 4 CISS reflect the fact that we are a membership based organization

Science, Technology, Engineering, Arts and Math (STEAM) Hub for Creativity, Innovation, Sustainability and Stewardship (CISS).

STEAM Hub 4 CISS

Nonprofit 501(c)(3) registered in the State of Oregon (Registry number 228611299) and the IRS’s EIN 99-3847105.

Bylaws

Of The STEAM Hub 4 CISS

ARTICLE I

NAME

The name of the organization is STEAM Hub 4 CISS, hereinafter referred to as “The Hub”. The Hub is organized in accordance with the Oregon Nonprofit Corporation Act, as amended, (Registry number 228611299). The Hub has not been formed for the making of any profit, or personal financial gain. The assets and income shall only be used to promote corporate purposes as described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to Directors, officers, employees, and independent contractors for services provided for The Hub’s benefit. This organization shall not perform any other activities not permitted to be carried on by an organization exempt from federal income tax. The Hub shall not endorse, contribute to, work for, or otherwise support (or oppose) a candidate for public office. As a nonprofit The Hub has been registered with the IRS as a 501(c)(3) tax-exempt organization with EIN 99-3847105.

ARTICLE II

PURPOSE

The mission of The Hub is the following:

Collaborate with, coordinate with, and support educational, and other institutions, and families to enhance pre-college students’ knowledge of Science, Technology, Engineering, Arts, and Mathematics by providing a safe space, tutoring, mentoring, and life coaching; with the purpose of students’ development of Creativity, Innovation, Sustainability, and Stewardship (CISS), for a prosperous and meaningful life.

The Hub is organized exclusively for the purposes pursuant to section 501(c)(3) of the Internal Revenue Code.

ARTICLE III

GOVERNANCE

Section 1. The organization will be governed by a Board of Directors, hereinafter referred to as “The Board”, elected by the members.

Section 2. The Board will name a Chair of The Board who will be responsible for the functioning of The Board. 

Section 3. The Board will name a President or Executive Director or Chief Executive Officer who will be in charge of the daily operation of the organization and will be accountable to The Board.

Section 4. The President/Executive Director will appoint a secretary of the organization.

Section 5. The President/Executive Director will appoint a Treasurer of the organization.

Section 6. The President/Executive Director, the secretary, and treasurer can be Directors in The Board.

ARTICLE IV

MEMBERSHIP AND VOTING RIGHTS

Section 1. Membership.

Membership in the STEAM Hub 4 CISS shall be open to any individual or organization that supports the mission and goals of the organization, subject to approval by The Board and compliance with membership requirements established by The Board.

Section 2. Classes of Membership.

There should be one class of voting members, unless otherwise determined by amendment to these bylaws. Additional non-voting classes of members may be established by resolution of The Board.

Section 3. Voting Rights of Members

Each voting member in good standing shall be entitled to one (1) vote on each matter submitted to a vote of the membership, included but not limited to the election and removal of directors and other matters as provided by these Bylaws, the articles of incorporation, or Oregon law (ORS 65.144). Proxy voting is permitted, subject to the terms and procedures established by The board, and as allowed under ORS 65.241.

Section 4. Meetings of Members

• An annual meeting of the members shall be held at such time and place as determined by The Board for the purpose of electing directors and transacting such other business as may come before the membership. Notice of the annual meeting shall be provided to all members entitled to vote no fewer that ten (10) days and no more that sixty (60) days prior to the meeting, in accordance with ORS 65.214.
• Notice of a special meeting includes a description of the purpose or purposes for which the meeting is called. Unless the Bylaws require otherwise, if a meeting is adjourned to a different date, time, or place, notice not need to be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under ORS 65.221, notice of the adjourned meeting must be given under this section to the persons who are members as of the new record date.

Section 5. Quorum and Voting

• Unless otherwise provided by law, a quorum for a membership meeting shall consist of Twenty percent (20%) of the voting members in good standing. Any amendment to the articles of incorporation or Bylaws to change the quorum for any action of the members may be approved by the members or, unless prohibited by the articles of incorporation or Bylaws, by The Board, in accordance with ORS 65.241.
• A majority vote of those present (or by proxy, if applicable) shall be required to pass a motion, unless a greater proportion is required by these Bylaws, the Articles of Incorporation, or applicable law.

ARTICLE V

BOARD OF DIRECTORS

Section 1. Number of Directors. The organization shall be managed by a The Board consisting of a minimum of 3 and a maximum of 15 Directors. The number of Directors can be changed by The Board during the annual meeting.

Section 2. Election and Term of Office. The directors shall be elected by the members, as stated in ARTICLE IV. Each Director shall serve a term of three (3) years. Directors can be elected for consecutive terms. In the case of the resignation of a Director, a new Director shall be elected by The Board.

Section 3. Conflict of Interest. In the determination of the quorum of the Directors, or in voting, any adverse interest of a Director shall be disclosed. If there is an adverse interest of a Director with a matter in discussion, the Director shall recuse him/herself from voting on that matter.

Section 4. Removal of a Board of Directors member. The Chair of The Board, or the President/Executive Director can ask The Board to remove a member of The Board. The removal of a member of The Board shall be made by vote of the majority of the members of The Board; also, a member of The Board can be removed by a signed petition of 25% of Members which will trigger a vote within the next 30 (thirty) days, and with at least 60% of members will be immediately removed.

Section 5. Members of the Board can be officers of the organization.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Annual Meeting. An annual meeting of the Board shall be held once every calendar year during the annual meeting of members, for the purpose of electing Directors and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by The Board, as stated in ARTICLE IV, section 4.

Section 2. Special meetings. Special meetings may be requested by the President/Executive Director/Chief Executive Officer or the Chair of The Board.

Section 3. Written notice of all meetings shall be provided under this section or as otherwise required by law. The notice shall state the place, date, and hour of the meeting. Such notice shall include the agenda for the meeting with all necessary documents and shall be mailed to all Directors of record at the address shown on the corporate books, at least 30 days prior to the meeting. Such notice shall be deemed effective when deposited in the U.S. Postal Service by certified mail.

Section 4. Place of meeting. Meetings shall be held at the organization headquarters unless otherwise stated in the notice. Unless the articles of incorporation or bylaws provide otherwise, The Board may permit any Director to participate in the regular or special meetings through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means shall be deemed to be present in person at the meeting.

Section 5. Quorum. A simple majority of Directors shall constitute a quorum meeting. In the absence of a quorum, the Directors may adjourn the meeting to another time without further notice. If a quorum is represented at the adjourned meeting any business may be transacted that might have been transacted at the meeting originally scheduled. The Directors present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some Directors results in the representation of less than a quorum.

Section 6. Special committees of The Board. The Board may name some members of the Board as a special committee as it deems necessary.

ARTICLE VII

OFFICERS AND EMPLOYEES

Section 1. Daily operations of the organization shall be managed by officers and employees

Section 2. The officers of the organization shall be The President/Executive Director/Chief Executive Officer, The Secretary, and The Treasurer.

Section 3. The Board can name other officers.

Section 4. With approval from The Board, the President/Executive Director/Chief Executive Officer can hire employees.

ARTICLE VIII

PRESIDENT/EXECUTIVE DIRECTOR/CHIEF EXECUTIVE OFFICER (CEO)

Section 1. Election of The President/Executive Director/Chief Executive Officer. The President/Executive Director/Chief Executive Officer shall be named by The Board during a regular meeting, or a special meeting.

Section 2. Duration. The Board shall determine the term of function of the President/Executive Director/Chief Executive Officer.

Section 3. Duties and responsibilities of the President/Executive Director/Chief Executive Officer. The President/Executive Director/Chief Executive Officer shall be in charge of the daily operation of the organization. The President/Executive Director/Chief Executive Officer shall appoint the Secretary and the Treasurer of the organization.

ARTICLE IX

SECRETARY

Section 1. Appointment. The Secretary of the organization shall be appointed by the President/Executive Director.

Section 2. Responsibilities. The Secretary of the organization shall be in charge of all record keeping of the organization, including minutes of The Board meetings.

Section 3. Duration. The Secretary of the organization shall serve at the discretion of the President/Executive Director/Chief Executive Officer.

ARTICLE X

TREASURER

Section 1. Appointment. The Treasurer of the organization shall be appointed by the President/Executive Director/Chief Executive Officer.

Section 2. Responsibilities. The Treasurer shall oversee all financial transactions of the organization, manage bank accounts, receive payments, and pay compensations, salaries, stipends, and other expenses authorized by The Board and the President/Executive Director/Chief Executive Officer. The Treasurer shall oversee financial and budget planning, reporting, and book-keeping

Section 3. Duration. The Treasurer of the organization shall serve at the discretion of the President/Executive Director/Chief Executive Officer.

ARTICLE XI

COMPENSATION

Section 1. The Board, President/Executive Director/Chief Executive Officer, Secretary, and Treasures. The Board, by resolution, will fix the fees and other compensations. The Board, by resolution, will fix compensation for the Directors for their service as Directors and of the President/Executive Director/Chief Executive Officer, the Secretary, and the Treasurer.

Section 2. Employees of The Hub. The President/Executive Director will set the amount of compensation for all employees of the organization.

ARTICLE XII

INDEMNIFICATION

Section 1. The Board. The members of The Board are not personally liable for any activity within the organization.

Section 2. President/Executive Director/Chief Executive Officer. The President/Executive Director/Chief Executive Officer shall make sure that The Hub has all necessary liability and indemnification insurance.

ARTICLE XIII

AMENDMENT TO BYLAWS

Section 1. Review and modification of Bylaws. The Bylaws shall be revised every three years during a regular annual meeting of The Board. The Bylaws can be amended by the Board by a majority of a quorum vote during a regular or special meeting.

Section 2. Filing of the amendment. Amendments shall be added as an appendix to the Bylaws document in the file and communicated to the corresponding authorities within 10 days after the approval of the amendment.

ARTICLE XIV

DISSOLUTION OF THE ORGANIZATION

Section 1. The organization can be dissolved only by The Board during a special meeting convoked for that purpose.

Section 2. How assets will be distributed will be defined by The Board during the same meeting when the organization is dissolved.

Section 3. All assets of the organization 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 public purpose. Any such assets not 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 purpose or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purpose.