OCNC By Laws

ARTICLE I - Name

The name of the corporation is the Oregon Club of Northern California.

ARTICLE II – Purpose & Location of Offices

The purpose of the Oregon Club of Northern California (“The Corporation”) is to engage in any lawful activity, none of which is for-profit, for which organizations may be organized in pursuant to the laws of the State of California.

Further, this organization is in existence for the purpose of supporting, backing, assisting, and in all ways advancing the athletic teams and student-athletes of the University of Oregon and in that respect supporting the sportsmanship, character and fair play developed by participating in the athletic programs of the University of Oregon.

The principal office of The Corporation is currently located at 1306 Dawn Court, San Ramon, California.  The Corporation may have other offices within the State of California should the need arise and deemed necessary by the Board of Directors and established committees.

ARTICLE III – Membership

1.  General - Any person/s are eligible to participate in any events/activities sponsored and promoted by the corporation. No membership dues are required or charged. The corporation may sponsor events that require payment for participation, food, beverage and other items.  

2.  Voting Rights – All board/committee members of The Corporation in good standing shall have the right to vote on any financial, operational and promotional matters that provide for the common good and purpose of The Corporation. A vote by two-thirds of the board will be deemed appropriate for all matters as previously defined. 

ARTICLE IV – Meetings of the Board of Directors/Committee Members  

1.  Board of Directors/Committee Member Meetings – The Board of Directors/Committee members will meet as needed to plan and execute the annual event. As many meetings as deemed necessary will be conducted for the purpose of planning and executing the annual event.  Written notice of all meetings shall be sent via  electronic means (e-mail) to all Board Members/Committee Members not less than seven (7) days nor more than fifty (50) days prior to the date of the meeting. The notice shall contain the meeting day, and time. Due to the geographic disbursement of the Board of Directors/Committee Members the meetings shall be conducted via Zoom or Teams as needed.

2.  Special Meetings – Special meetings may be called to address any issue deemed relevant by the Board of Directors/Committee Members.  Written notice of the meeting shall be sent via mail or electronic means (e-mail) to all not less than seven (7) days nor more than fifty (50) days prior to the date of the meeting. The notice shall contain the meeting day, time and purpose for calling the meeting.

3.  Quorum – A quorum for the transaction of business at any meeting is two-thirds of the Board of Directors/Committee Members in good standing.

ARTICLE V – Board of Directors 

1.  General Powers - The affairs of The Corporation shall be managed by its Board of Directors/Committee members.

2.  Board Composition- The Corporation may operate as a simple Board of Directors and Committee Members as a matter of convenience and efficiency.  One or more  persons may be designated to function as the leads for financial matters and other administrative matters as deemed necessary.

2a.  Number of Board Members/Committee Members and Tenure and Qualifications – The Board of Directors shall consist of a minimum of six (6) members. Specific roles may be designated for the purposes of managing financial transactions and planning the annual event. Since The Corporation is driven by volunteers The Corporation will actively recruit and encourage anyone who expresses an interest to join. Given the composition of the Board of Directors and Committees, The Corporation will allow for a person to join in a role/capacity that best serves the mission of The Corporation and their individual needs and time commitments. Given The Corporation engages in one (1) annual event per year there are no specific terms for Board Members or Committee Members.  Should The Corporation decide to engage in the planning and execution of additional fund raising or social events the then current Board of Directors/Committee Members could decide to move to a more defined delineation of roles and responsibilities. This process would be taken into consideration in a meeting and those Directors/Committee Members could choose to move into a specific role. Should this occur the Board of Directors/Committee Members would conduct a formal election and determine roles and length of service. No then current Board Members/Committee Members would be required to take on a specific role should they not desire to. The Bylaws would be amended at that time to account for the changes in organizational structure.

3.  Special Meetings – Special meetings of the Board of Directors may be called to discuss a matter related to the annual event or to discuss a matter that requires Board of Directors/Committee Members input.  When calling the meeting, the person/s or calling the same shall designate the location, date and time of the meeting. Notice shall be given in writing or other electronic means (e-mail) no less than two (2) days prior to the meeting. No business, other than that specified in the notice, shall be conducted at a special meeting of the Board of Directors/Committee Members.

4.  Quorum – Six (6) members of the Board of Directors/Committee Members shall constitute a quorum for the transaction of business at any meeting of the Board.

5.  Vacancies – Any permanent vacancy, consisting of the death, resignation or unforeseen circumstance, the Board of Directors would request anyone interested to volunteer to fill the vacant position.

6.  Attendance of Meetings – The Board of Directors/Committee Members are encouraged to attend all meetings. If a meeting is scheduled and there are not at least six (6) Board Members/Committee Members no business regarding scheduling, finances or allocation of resources will be discussed.   The meeting will be rescheduled at a mutually convenient time.

7.  Informal Action by Directors – Any action required by law to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be agreed to by simple majority of all of the Directors.

8.  Compensation and Expenses – The Oregon Club of California (The Corporation) does not have any paid employees or any Board/Committee Members who are compensated.

ARTICLE VI – Board of Directors/Committee Members

1.  Board of Directors/Committee Members – The Board of Directors serve as officers of the Corporation.  All Directors have one (1) official vote.

2.  Committees – The standing committees of The Corporation shall be the Event Planning and Logistics Committee; Golf Tournament and Sponsorships Committee; Finance/Treasury and Audit; Compliance and Governance; Communications and Publicity; Web Site Management and Development; and Accounting.

3.  Additional Committees – The Board of Directors may establish any additional committees or sub-committees that it deems necessary to conduct the business of the Corporation including the planning and execution of the annual event.

4.  Finance and Audit Committee- The Finance and Audit Committee will provide all financial updates to the Board on a regular basis and will ensure all IRS and California Franchise Tax Board requirements are met.  The Committee will also engage with designated accounting representatives to ensure that all financial reporting is accurate and timely.

5.  Compliance- The Corporation will maintain on a yearly basis Directors and Officers Insurance as well as event liability insurance.  The Corporation will also ensure that it secures all the necessary permits/licenses required to conduct a fundraising event in the State of California.

ARTICLE VII – Athletic Department Liaison 

The University of Oregon Athletic Department shall appoint a liaison to serve in support of The Corporation. This Athletic Department Liaison will support The Corporation’s activities; attend board and other committee meetings, and any other activities that are deemed appropriate for the mutual benefit of The Corporation and Athletic Department. This position is an advisory role only and not a member of the Board of Directors. This position has no voting rights.

ARTICLE VIII – Major Allocation of Funds

A major allocation of funds constitutes an expenditure for any one activity or purpose that will exceed $10,000 annually. The Board of Directors must approve, by simple majority, any expenditure of more than $10,000.  The annual known major expenditures of The Corporation are:

1.  Donation(s) to the University of Oregon Athletic Department – Annually, the Board of Directors will determine a sum to be donated to the Athletic Department of the University of Oregon based on the net proceeds earned by The Corporation during the past year. This donation will be made to the University of Oregon’s Duck Athletic Fund or other agency/fund that succeeds the Duck Athletic Fund.

2.  Reserve Funds - In considering its annual donation, the Board of Directors may provide for and maintain a reserve fund for other critical or strategic needs. It is the intent of this reserve not to be a “slush fund” for miscellaneous requests and special interest groups but be maintained to earn additional income for The Corporation.

3.  Corporation Offices – The Corporation has no defined need for offices and would only consider this based on a special requirement.

4.  Employees – The Corporation has no employees. Should [1]there be a need at a future time the Board of Directors will take the matter into consideration and determine the necessity.  Should this change, the bylaws would be amended accordingly.

ARTICLE IX – Amendments to Bylaws

These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by the vote of a two-thirds (2/3) majority of the Board of Directors at a meeting at which a quorum is present, provided notice is given in writing as to the proposed changes more than five (5) days prior to a regularly, or specially scheduled meeting of the Board of Directors. The Corporation’s bylaws may not, however, contain any provision inconsistent with the law or The Corporation’s articles of incorporation.

ARTICLE X – Other General Provisions

1.  Rules of Order - Order of business at meetings and all questions of procedure shall be governed by Roberts Rules of Order, except as otherwise stated herein.

[1] Amended June 2022