We are, finally, done with the official registration of our organization as a nonprofit corporation with members. There was a bit of back and forth with the Department of Justice of the State of Oregon that needed clarification within our Bylaws about the membeship status.
We received a letter dated May 1st, 2025 from the Department of Justice with the good news that our organization is now registered under the Charitable Trust and Corporation Act with Registration #68528 and that according to this act we are required to file annual reports. We are doing this ASAP for the year 2024.
This is the article relevant to membership as registered with the Oregon Department of Justice:
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.
With this in mind, we now have to list members and to establish their benefits and duties. This will be in the agenda for the meeting of the Board of Directors at the end of May.
In the mean time let us use the comments are below to get feedback about different modalities of membership taking into account that according to the Bylaws there is -for now- only one class of voting members. The Board of Directors can establish other classes of non voting members.
How would you feel about having “founding members” as we are now starting this project? Their contribution could be used as a lifelong membership fee.
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