This corporation shall be organized and operated exclusively for charitable, scientific, literary, and educational purposes. Subject to the limitations stated in the Articles of Incorporation, the purpose 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 §501(c)(3) of the Internal Revenue Code of 1954 (or its corresponding future provisions).

This corporation's primary purpose shall be to promote fund-raising opportunities, and to assist in the organizational and managerial aspects, including travel arrangements, publicity, grant proposals, bulk mailing, and record keeping for the Sprague Orchestra.

Section 1. Classes of Voting

There shall be one class of members of this corporation. Each member shall be entitled to one vote on all matters for which a membership vote is permitted by law, the Articles of Incorporation, or the Bylaws of this corporation.

Section 2. Qualifications

Any Sprague area adult interested in the objectives of the organization and willing to uphold its policies and subscribe to its bylaws may become a member by attending meetings of the Sprague Orchestra Boosters and by participation in its projects.

Section 3. Termination of Membership

Membership may be terminated by the Board of Directors after giving the member at least 15 days written notice by first class or certified mail of the termination and the reasons for the termination, and the opportunity for the member to be heard by the Board, orally or in writing, not less than five days before the effective date of the termination. The decision of the Board shall be final and shall not be reviewable by any court.

Section 4. Annual Meeting

The Annual Meeting of the members shall be held on the second Thursday of September. A regular meeting of the organization shall be held bi-monthly with the day and hour to be decided upon by the Executive Committee.

Section 5. Special Meetings

Special meetings of the members shall be held at the call of the Board of Directors, or by the call of the holders of at least ten percent of the voting power of the corporation by a demand signed, dated, and delivered to the corporation's Secretary. Such demand by the members shall describe the purpose for the meeting.

Section 6. Notice of Meetings

Notice of Annual Meeting of the members shall be given to each member at the last address of record, by first class mail at least 7 days before the meeting, or by means other than first class mail at least 30 days before the meeting. The notice shall include the date, time, place, and purpose of the meeting.

Section 7. Quorum and Voting

Those votes represented at a meeting of members shall constitute a quorum. A majority vote of the members voting is the act of the members, unless these Bylaws or law provide differently.

Section 8. Proxy Voting

There shall be no voting by proxy.

Section 9. Action by Consent

Any action required by law to be taken at a meeting of  the members, or any action which may be taken at a member's 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 members.

Section 1. Duties

The affairs of the corporation shall be managed by the Board of Directors.

Section 2. Number (and Qualifications)

The number of Directors may vary between a minimum of three and a maximum of fifteen.

Section 3. Term and Election

Except for the initial adjustments of shorter terms needed in order to create staggered terms, the term of office for Directors shall be two years. The Board shall make provisions to stagger the terms of Directors so that each year the terms of as close as possible to one-half of the Directors shall expire. A Director may be re-elected without limitation on the number of terms s/he may serve. The Board shall elect its own members, except that a Director shall not vote on the member's own position.

Section 4. Removal

Any Director may be removed, with or without cause, at a meeting called for that purpose, by a vote of a majority of the members entitled to vote at an election of Directors.

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 the majority of the number of Directors prescribed by the Board, or if no number is prescribed, by a majority of all Directors in office immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of Directors present. Where the law requires a majority vote of Directors in office to establish committees that exercise Board functions, to amend the Articles of Incorporation, to sell assets not in the regular course of business, to merge, 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. No other notice of date, time, place or purpose of these meetings is required.

Section 8. Special Meetings

Special 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 one day prior to the special meeting.

Section 9. Meeting by Telecommunication

Any regular or special meeting of the Board of Directors may be held by telephone or telecommunications, as long as all directors can hear each other.

Section 10. No Salary

Directors shall not receive salaries for their Board services, but may be reimbursed for expenses related to Board service.

Section 11. Action of 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 of a consent in writing, setting forth the action to be taken, shall be signed by all Directors.

Section 1. Executive Committee

The Board of Directors may elect an Executive Committee. The Executive Committee shall have the power to make ongoing decisions between Board meetings and shall have the power to make financial and budgetary decisions. The Executive Committee shall consist of the Chairperson, Secretary and Treasurer.  The Executive Committee shall meet before each General meeting to perform the following duties: (a) to transact business which becomes necessary in the intervals between meetings of the Corporation and such other business as may be referred to it; (b) to approve the plans for the work of the Standing committees; (c) to plan special projects, meetings and activities; (d) to approve bills and expenditures for the organization; (e) to plan meeting agendas.

Section 2. 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. Standing and special committees shall be created as may be required to promote objects and interests of the Corporation.

Section 3. Composition of Committees Exercising Board Functions

Any committee that exercises any function of the Board of Directors shall be composed of one or more Directors, elected by the Board of Directors by a majority vote of the Directors in office at that time.

Section 4. Quorum and Action

A quorum at Committee meetings 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 5. Limitation 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 of Incorporation, Bylaws, or any resolution by the Board of Directors.

Section 1. Title

The officers of this Corporation shall be a Chairperson, Secretary and Treasurer.

Section 2. Election

The Board of Directors shall elect the Chairperson, Secretary and Treasurer to serve two-year terms. An officer may be re-elected without limitation on the number of terms the officer may serve.

Section 3. Vacancy

A vacancy of an officer of the Corporation 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, 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. Chairperson

The Chairperson shall preside at all general meetings of the Corporation and of the Executive Committee, shall be a member ex-officio of all committees except the Nominating Committee, shall write the Corporation newsletter, and shall perform all other duties as may be prescribed by the Board of Directors. The Chairperson shall further have the power to appoint all committees, dissolve all committees, and sign correspondence.

Section 6. Secretary

The Secretary shall have overall responsibility for all record keeping. 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 and members' meetings and actions;
(b) provisions for notice of all meetings of the Board of Directors and members;
(c) authentication of the records of the Corporation;
(d) maintaining original Corporation papers, including but not limited to, the Articles of Incorporation and the Bylaws;
(e) maintaining current and accurate membership list;
(f)  maintaining the Sprague Orchestra calendar with all current fundraisers, concerts and activities listed; and
(g) any other duties as may be prescribed by the Board of Directors.

Section 7. Treasurer

The Treasurer shall receive all money of the Corporation. The Treasurer shall perform, or cause to be performed the following duties:

(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 any other duties as may be prescribed
      by the Board of Directors.

This Corporation will indemnify its Officers and Directors to the fullest extent allowed by Oregon law.  This Corporation is organized exclusively for charitable, educational and scientific purpose, including, for such purpose, the making of distributions to such organizations that qualify as exempt organizations under §501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, Directors, Officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for service rendered and to make payment and distributions in furtherance of the purposes of this Corporation.

No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a Corporation exempt from federal income tax under §501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a Corporation, contributions to which are deductible under 170(c)(2) of the Internal Revenue Code, or the corresponding sections of any future tax code.

The personal liability of each member of the Board of Directors, each uncompensated officer, and each member of the Corporation, for monetary or other damages, for conduct as a Director, Officer, or member shall be eliminated to the fullest extent permitted by current or future law.

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 if 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.

Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of §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 a public purpose. Any such assets not so disposed of shall be disposed of by the court of appropriate jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as that court shall determine, which are organized and operated exclusively for such purpose.

Adopted: 9/9/99
Amended: 12/4/01 Adopted: 1/3/02