Section 1.1 Name
The name of this organization is the HOUR Exchange, also known as the Corvallis HOUR Exchange. The Board of Directors shall be known as the Board of Trustees and shall exercise the authority given to Directors as defined by law and these bylaws.
Section 1.2 Area
The geographic area in which this organization will primarily focus its activities is Benton County in the state of Oregon.
Section 1.3 Offices
The principal office of the HOUR Exchange shall be at a location within Benton County in the state of Oregon as the Board of Trustees may determine.
Section 1.4 Fiscal Year
The fiscal year of the HOUR Exchange shall coincide with the calendar year.
Section 2.I Purpose
The HOUR Exchange shall be organized and operated exclusively for charitable, educational, and literary purposes. Subject to 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 Oregon Revised Statutes (or its corresponding future provisions) and 501 (c) (3) of the Internal Revenue Code (or its corresponding future provisions).
Section 2.2 Vision Statement
The HOUR Exchange aspires to be a model for community based economic systems that promote local commerce, fair wages, environmental responsibility, regional self-sufficiency, and neighborliness.
Section 2.3 Mission Statement
The HOUR Exchange is a non-profit organization providing education and tools to promote ecologically sustainable, community-based economics. To accomplish our mission we:
oversee the creation, issuance, and administration of a local currency which is called HOURS; produce a directory listing all currently registered members who agree to accept HOURS as some portion of payment for goods and/or services rendered; actively work to promote acceptance of HOURS within the geographic area of focus; and educate members and the community at large about the benefits of locally based economics.
Section 2.4 Guiding Principles
The HOUR Exchange has established these guiding principles to provide the framework from which our mission shall be accomplished.
– Community Participation – The HOUR Exchange involves the community in its activities by inviting participation from local individuals and businesses, as well as from private and public organizations.
– Economic Fairness – The HOUR Exchange strives to have its activities uphold the values of cooperation, trust, equality, interconnectedness, and economic justice.
– Open and Democratic Control – The HOUR Exchange is governed by its membership by means of an elected Board of Trustees, appointed committees, members, and annual meetings.
– Inclusiveness – The HOUR Exchange is open to everyone in the community without prejudice of gender, race, age, ability, economic class, national origin, sexual orientation, ethnicity, or cultural, political, or religious belief.
– Right Livelihood – The HOUR Exchange strives to promote right livelihood by encouraging personal accountability, honest communication, awareness of our actions and their results, and sharing responsibility for creating an abundant future for our region.
– Sustainability – The HOUR Exchange will uphold ecologically sustainable practices and principles within the organization whenever possible. We strive to promote self-reliance in our region through the development of a community economic system.
– Environmental Awareness – The HOUR Exchange strives to operate with concern and sensitivity to the natural environment, wildlife and historic features in our area as well as promote ecologically sustainable solutions to local and global concerns.
Section 2.5 Methods
To accomplish its purpose, the HOUR Exchange may solicit membership dues, contributions, gifts, and fees for services. The HOUR Exchange may administer, hold, convey, transfer, or disburse funds to advance the principles and purposes of the HOUR Exchange.
Section 2.6 Non-profit
No part of the net earnings of this organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for the services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause. No substantial part of the activities of this organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by any organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of Internal Revenue Code, or corresponding section of any future federal tax code.
Section 3.1 General Membership
All persons, businesses, municipalities and organizations who are supportive of the purpose and principles of the HOUR Exchange are eligible to become members of the HOUR Exchange. A person or entity shall become a member by submitting required membership information and making an annual payment of dues. The Board of Trustees will set the membership fees.
There shall be one class of membership. Each member, whether a person or entity, 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 organization.
Section 3.2 Benefits to Members
– Members shall have the right to attend board and general membership meetings.
– Members may nominate members of the HOUR Exchange to the Board of Trustees.
– Members may vote to amend these Bylaws of the HOUR Exchange.
– Members may place listings and/or advertising in the membership directory.
– Members may participate in clubs, co-operatives, or as vendors at HOUR Exchange events where vending is allowed.
– Additional membership benefits may be determined.
Section 3.3 Responsibilities of Members
– Members are the governing body of the HOUR Exchange and are encouraged to take an active role in the operation thereof.
– Members are responsible for providing the HOUR Exchange with their current address and phone number.
– Members shall notify the HOUR Exchange in the event of relinquishing membership prior to the expiration of their membership term.
– Members agree to hold the HOUR Exchange harmless from damages.
– Transfer of an HOUR Exchange membership is prohibited.
– Other responsibilities may arise and be determined by the membership and/or the Board of Trustees
Section 3.4 Voting Rights
Members shall be entitled to one vote each at any annual, quarterly, or special meeting of the membership. A majority of the members present and entitled to vote shall decide any issue properly brought before such a meeting, except as otherwise required by these Bylaws.
Section 3.5 Termination & Grievance
No membership of the HOUR Exchange shall be terminated except pursuant to a fair and reasonable process, which was carried out in good faith.
A termination grievance process shall be considered fair and reasonable if:
– A member is given written notice with the reason for termination a minimum of (15) fifteen days prior to the termination. Written notice must be given by first class or certified mail to the last address of the member shown on the membership record, and
– The member is given an opportunity to be heard by the Board of Trustees, orally or in writing, not less than (5) five days before the effective date of the termination. The Board of Trustees must be fair and reasonable in taking into consideration all of the relevant facts and circumstances.
The decision of the Board shall be final and shall not be reviewable by any court.
Section 4.1 Annual Meeting
An Annual Meeting of the general membership shall be held for the purposes of reviewing the annual report, holding an election of members to fill vacancies on the Board of Trustees, discussing policy, hearing reports from HOUR Exchange committees or affiliated associations, and conducting other appropriate business. The Annual Meeting shall be held in the month of March at a time and place designated by the Board of Trustees. Records and minutes of Annual Meetings may be made available for public inspection by reviewing the HOUR Exchange website. A hardcopy of these records shall be kept by the Scribe and shall be open for public inspection upon request.
Section 4.2 Special Meetings
Special Meetings may be called by the Board of Trustees or by the written request of at least five percent or twenty (20) members of the HOUR Exchange, whichever is less. Petitions presented by members requesting such a meeting shall be signed, dated, and delivered to the Scribe of the HOUR Exchange. The petition shall describe the purpose for the requested meeting. If a petition is received in excess of 6 weeks before a scheduled meeting, the Scribe may call a general meeting of the membership other than the Annual meeting and notice thereof shall be afforded to each of the members of the HOUR Exchange not less than fifteen (15) days prior thereto. If the meeting is requested by the membership, such a meeting must occur within sixty (60) days of the Scribe receiving the written request. Records and minutes of said meeting may be available for public inspection by reviewing the HOUR Exchange website. A hardcopy of these records are kept by the Scribe and shall be open for public inspection upon request.
Section 4.3 Time and Place
The date, time, and place of all membership meetings shall be determined by the Board of Trustees. All membership meetings shall be open to the public.
Section 4.4 Notice
Notice of all membership meetings in which members will be exercising voting rights shall be given to each member at the last address of record by first class mail at least fifteen (15) days before the meeting, or by means other than first class mail at least thirty (30) but not more than sixty (60) days before the meeting. This notice shall include the date, time, place, and purpose of the meeting.
Section 4.5 Quorum & Voting
Those members who properly submit ballots by mail or hand delivery shall constitute a quorum for the transaction of business. Except as otherwise set forth in these Bylaws, each member shall have one and only one vote on each issue submitted to a vote of members. Voting by proxy shall not be permitted. Unless otherwise required by law or by these Bylaws, issues shall be decided by a majority of votes cast except where one or more choices are to be made from several alternatives, in which case the alternative(s) receiving the most votes shall be considered approved. A committee of the Board of Trustees shall oversee voting procedures.
The Board of Trustees may authorize a vote by mail. If this voting method is chosen, written ballots shall be delivered to every member entitled to vote. Ballots shall set forth each proposed action and provide the opportunity to vote for or against each proposed action. All solicitations for votes shall indicate the percentage of approval needed to approve each matter other than the election of Trustees and specify a reasonable time by which a ballot must be received in order to be counted. Measures shall be taken to ensure ballot secrecy.
Section 4.6 Veto
The membership may nullify any action of the Board by calling a special meeting, as outlined in Section 4.2, within thirty (30) days of the taking of such action by the Board. The meeting must take place within forty-five (45) days of the action. Any such action of the Board shall be reversed by a quorum of members in consensus, but for the purpose of determining consensus, the opinion of the Board of Trustees shall be excluded from the final decision.
Section 4.7 Conflicts of Interest
Members and Trustees shall have an affirmative obligation to disclose the following at the beginning of any meeting at which:
A member or Trustee has an actual or potential conflict of interest in any matter under consideration by the Board or membership, including but not limited to a situation in which a member or Trustee has membership in or family connection with any organization or individual who is under consideration for a grant of HOURS, or a financial relationship, whether direct or indirect, with any organization or individual who is under consideration for a grant of HOURS.
All such disclosures shall be noted in the minutes of the meeting. Where appropriate, the member or Trustee shall withdraw from discussion and/or voting upon the related potential grantee.
Board of Trustees
Section 5.1 Composition
The Board of Trustees shall consist of no fewer than five (5) nor more than eight (8) individuals, all of whom must be current members of the HOUR Exchange. Nominations for Trustees will be solicited from the membership beginning three (3) months prior to the Annual Meeting and will be accepted from any member who notifies the Scribe by mail, electronic mail, or from the floor of the Annual meeting.
Section 5.2 Function of the Board
The Board shall be responsible for the general management and control of all property, affairs, staff, and funds of the HOUR Exchange and shall exercise all the powers of the HOUR Exchange except for those which are expressly prohibited by law or reserved for members of the HOUR Exchange by these Bylaws. The Board shall conduct the affairs of the HOUR Exchange according to the policies established by the Board of Trustees.
Its responsibilities shall include, but will not be limited to the following:
– Entering into agreements, partnerships, and contracts that further the interests of the HOUR Exchange and are in keeping with its non-profit status.
– Making issuance of HOURS to members in accordance with policies established by these Bylaws and by the Board of Trustees.
– Annually determining an appropriate rate of issuance of HOURS in order to achieve the greatest positive impact upon local commerce, fair wages, and community self-reliance.
– Allocating grant funds in accordance with grant policies established by the Board of Trustees.
– Determining the best practices for printing HOURS which protect their value from improper use or counterfeiting.
– Creating committees and working groups as may be determined necessary and desirable for the conduct of the affairs of the organization and to carry out the purposes of the HOUR Exchange.
– Appointing a committee, as necessary, for the purpose of conducting and determining the outcome of elections and issues voted upon by the membership. Said committee shall be composed of no fewer than three (3) persons.
– Appointing interim Board member(s) as needed to maintain the required number of members on the Board in the case that a Trustee resigns or is removed by the membership.
Section 5.3 Term & Election
The membership shall nominate an initial Board of Trustees of any number to act in that capacity until the first Annual Meeting in which the general membership shall hold an election of the Board as set forth in this section.
Except for the initial adjustments of shorter terms needed in order to create staggered terms, the term of office for Trustees shall be two years. The Board shall make provisions to stagger the terms of Trustees so that each year the terms of as close as possible to one-half of the Trustees shall expire. A Trustee may be reelected without limitation on the number of terms she or he may serve. The Board shall be elected by the members at the Annual meeting.
The membership of the HOUR Exchange shall elect members to fill vacancies on the Board, with each member entitled to a number of votes equal to the number of vacancies. An Election Committee will determine the methods of voting which may include instant run off voting or simple majority. In the case of a tie, the matter will be decided by drawing straws with the drawing of the longest straw attaining the board seat.
Section 5.4 Regular & Special Meetings
Regular meetings of the Board of Trustees shall be held at a time and place to be determined by the Board of Trustees. Members will be advised of regularly scheduled meetings of the Board of Trustees. Board of Trustee meetings shall be open to the entire membership.
Trustees who are unable to attend meetings shall notify the Scribe or Chair with reasonable advance notice. Any Trustee who does not attend and fails to provide such notification at any three meetings shall be considered to have resigned as a Trustee.
Any three (3) Trustees may call a special meeting of the Board. Notice of such meetings, describing the date, time, place, and purpose of the meeting, shall be delivered to each Trustee personally or by telephone or by mail no fewer than seven (7) days prior to the special meeting. Effort should be made to schedule a time inclusive for all Trustees. An Executive Committee (made up of the executive officers) may deal with emergency action.
Section 5.5 Quorum & Action
A quorum for any meeting of the Board of Trustees shall be a majority of Trustees in office immediately before the meeting begins.
Resolutions, acts, or votes shall be deemed passed if approved by consensus, or a two-thirds majority of those Trustees present and voting at that meeting, with the exception of items with special voting requirements as listed in these Bylaws. The Board of Trustees shall strive to make decisions by consensus and attempt to reconcile different points of view based upon the best interests of the HOUR Exchange. If, in the opinion of two-thirds majority of Trustees present, efforts they consider to be reasonable under the circumstances have failed to produce a consensus, then such issue shall be decided by a two-thirds majority vote. The Board may take the opinion or vote of a Trustee not physically present at a meeting by means of mail, telephone, fax, or electronic mail.
Section 5.6 Executive Offices
Designation & Election
The offices of the HOUR Exchange shall be the Chairperson, Secretary, herein known as the Scribe, and Treasurer. Offices shall be filled by members of the Board of Trustees at its first meeting following an election of new Trustees. Executive offices shall be held for the term of one year. The Board may designate other positions, or assistant positions. All offices shall be appointed by the Board of Trustees.
Duties & Responsibilities
Board Chair – The Board Chair shall be chief office of the HOUR Exchange. The Board Chair shall have any other powers or duties as may be prescribed by the Board of Trustees.
Scribe – The Scribe shall have the overall responsibility for all recordkeeping for the HOUR Exchange. The Scribe shall perform, or cause to be performed, the following duties: (a) official recording of the minutes of all proceedings and actions of meetings of the Board of Trustees and Annual and Special Member meetings; (b) provision for notice of all meetings of the Board of Trustees and Annual and Special Member Meetings; (c) authentication of the records of the HOUR Exchange; and (d) maintaining current and accurate membership lists that include members names, addresses, phone numbers, email addresses where applicable, and membership status (active or lapsed).
Treasurer – The Treasurer shall have the overall responsibility for all corporate funds. 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 HOUR Exchange; (b) deposit of all monies and other valuable effects in the name and to the credit of the HOUR Exchange in such depositaries as may be designated by the Board of Trustees, (c) disbursement of all funds when proper to do so; and (d) making financial reports as to the financial condition of the HOUR Exchange to the Board of Trustees. All such papers, records, and accounts shall be open to inspection by any Trustee. No funds shall be expended by the HOUR Exchange except in furtherance of its non-profit purposes.
Article 5.7 Committees
The Board of Trustees may elect an Executive Committee to act on behalf of the Board of Trustees between meetings. The Executive Committee shall consist of the Executive Offices of the HOUR Exchange and any other Trustee appointed to the Executive Committee by the Board of Trustees.
The Executive Committee shall report its actions to the Board of Trustees at the next meeting of the Board of Trustees. The Board of Trustees may reverse any action taken by the Executive Committee should it deem it necessary and prudent for the HOUR Exchange. Any action taken by the Executive Committee shall always be consistent with the non-profit status of the HOUR Exchange.
The Board of Trustees may designate one or more special or standing committees. Each committee shall consist of at least one Trustee serving as the committee chairperson, with additional members to be appointed from among the general membership or the community at large. Committees shall undertake specific tasks as determined by the Board and may make proposals, recommendations, and reports to the Board on areas of interest to the HOUR Exchange.
Committees may include Elections, Membership, Finance, Events, Publicity, Registration, Nominations, Fundraising, Publications, Business Outreach, and Grants.
Section 5.8 No Salary
Trustees shall not receive salaries for their Board services, but may be reimbursed for expenses related to Board services.
Section 5.9 Inspection of Records
Any Trustee of the HOUR Exchange may inspect the books and records of the organization for any purpose at any reasonable time.
Section 5.10 Resignation
Any Trustee may resign at any time by submitting by mail or hand delivery their written resignation to the Chair or Scribe or to a meeting of the Board of Trustees.
Section 5.11 Vacancies
In the event of one or more vacancies on the Board of Trustees between Annual Meetings, the board may appoint an eligible individual to complete the unexpired term until the next Annual Meeting where new Trustees are elected by the membership.
Section 5.12 Removal
The Board may remove a Trustee at any time by the consensus of all elected members of the Board. For the purpose of determining whether or not consensus has been reached, opinion of the Trustee whose removal is being considered shall not be taken into account for a final decision. The removal of such a person as a Trustee shall not affect the status of that person as a member of the HOUR Exchange.
The general membership can remove a Trustee at any time by a vote of a simple majority of the membership present at a meeting called for that purpose or by mail ballot. The elected members of the Board are excluded from voting on this matter. An appointed member of the Board may vote as long as he/she is not the Trustee whose removal is being considered.
Section 6.1 Amendment of Bylaws
These Bylaws may be amended or repealed, and new Bylaws adopted, at any Annual or special meeting of the membership by a simple majority vote of the membership in attendance, or by vote by mail. A copy of the proposed amendment and notice of the date, time and place of the meeting at which the proposed amendment is to be considered shall be furnished to each member no fewer than thirty (30) days prior to said meeting.
Section 6.2 Severability
In the event that any provision of these Bylaws is determined to be invalid or unenforceable under any statute or rule of law, then such provision shall be deemed inoperative to such extent and shall be deemed modified to conform with such statute or rule of law without affecting the validity or enforceability of any other provision of these Bylaws.
Section 6.3 Amendments to the Articles
The Board of Trustees will have power to make, alter, amend, and repeal the Articles of Incorporation of HOUR Exchange, except as otherwise provided by law, by at least a two-thirds vote of all the Trustees in office. Proper written notice must be given to members at least thirty (30) days in advance including either a written copy of the proposed amendments or a written summary of those amendments.
Section 6.4 Arbitration
Members agree to binding arbitration in lieu of litigation in order to solve disputes regarding these Bylaws.
Disbursement of HOURS
Section 7.I Non-convertibility of HOURS
The HOUR is not convertible to U.S. dollars nor guaranteed by any person or institution.
Section 7.2 Issuance to members
The Board of Trustees shall annually evaluate an issuance policy describing the amount and manner of disbursement of HOURS amongst the members of the HOUR Exchange.
For a member to qualify to receive a disbursement of HOURS, the member must place an ongoing offer of a product or service in the HOUR Trader in exchange for HOURS in the vicinity of Benton County. Members who accept HOURS as full or partial payment are prohibited from using HOURS in ways that are inconsistent with the mission of the HOUR Exchange and this use shall always be in keeping with all federal, state, and local laws. Members who provide professional services or business goods should record the HOURS they earn or spend at their U.S. dollar equivalent for tax purposes.
HOURS may be disbursed to members as grants, or for other miscellaneous reasons by a committee appointed by the Board of Trustees. Said committee shall be composed of no fewer than three (3) persons. Members are encouraged to serve on this committee.
Section 7.3 Grants
Section 7.4 Miscellaneous Disbursement Channels
The Board of Trustees or a committee thereof may disburse HOURS for miscellaneous purposes including, but not limited to, administrative use. The total amount issued for miscellaneous purposes shall be no more than ten percent (10%) of the number of HOURS issued to members in the previous year. At the calendar years end, any unused amount shall be not be forwarded to the next years account.
Disposition of Assets
Section 8.1 Dissolution
If in the opinion of the Board of Trustees it becomes necessary or desirable to dissolve the HOUR Exchange, the Trustees shall call a meeting of the membership to discuss the proposal. The decision to dissolve the HOUR Exchange shall be agreed upon by a three-quarter majority vote of the general membership.
In the event of the dissolution of the HOUR Exchange, after paying or adequately providing for the debts and obligations of the HOUR Exchange, the remaining assets shall be distributed to a nonprofit fund, foundation, or organization which is organized and operated exclusively for charitable, educational, religious and/or scientific purposes and most closely follows the goals and purposes of the HOUR Exchange and which has established its tax exempt status under section 501(c) 3 of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to state or local government, for the public purpose. Any such assets not disposed of shall be disposed of by the Circuit Court of Benton County, exclusively for the purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
ADOPTED ON SEPTEMBER 6, 2005
AMENDED MARCH 18, 2013