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ARTICLE I. NAME AND TERRITORIAL LIMITS
SECTION 1. The name of this organization is the Oregon Emergency Management
Association. The acronym “OEMA” is also used to signify the name of the
Association. Said Association is organized and operated exclusively for
charitable and educational purposes within the meaning of section 501(c)(3) of
the Internal Revenue Code (or corresponding section of any future Federal tax
code). In addition, the Association is formed as a Mutual Benefit organization
under provisions of the Corporation Division of the State of Oregon.
SECTION 2. The Association’s territorial limits are confined to the state of
Oregon.
ARTICLE II. PURPOSE
SECTION 1. The Oregon Emergency Management Association is a statewide
organization which is dedicated to serving its members and the community. The
Association provides a forum to:
(A) Serve as a clearinghouse for ideas, suggestions, and courses of action for
its members.
(B) Promote emergency management and provide training and educational
opportunities and preparedness information to the public, private industry, and
other organizations with emergency management responsibilities.
(C) Coordinate the efforts and plans of its members with other organizations
having responsibility for disaster mitigation, preparedness, response, and
recovery and provide liaison to those organizations.
(D) Educate government officials on legislative issues involving emergency
management.
(E) Build, strengthen, and enhance communications among members of the emergency
management community.
SECTION 2. No substantial part of the activities of the Association shall be the
carrying on of propaganda or otherwise attempting to influence legislation, and
the Association 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.
SECTION 3. Notwithstanding any other provision of these articles, the
Association shall not carry on any other activities not permitted to be carried
on by an Association exempt from Federal income tax under section 501 (c)(3) of
the Internal Revenue Code (or corresponding section of any future Federal tax
code).
ARTICLE III. MEMBERSHIP
SECTION 1. Membership consists of three categories: Delegate Member, Life
Member, and Honorary Member.
SECTION 2. Delegate membership is available to any person with emergency
management responsibilities or interests.
SECTION 3. Life membership may be awarded to any member of the organization who
has been an active and contributing member and who is leaving his/her sponsoring
organization due to retirement or career change. Life membership must be
approved by the Executive Board.
SECTION 4. Honorary membership is open to any person who, in the judgement of
the Executive Board, merits this recognition. Honorary membership must be
approved by a majority vote of the Association’s members.
SECTION 5. Good Standing. Members are considered to be in good standing if they
are current in dues and fee obligations and have not been removed for cause.
ARTICLE IV. PRIVILEGES AND VOTING RIGHTS
SECTION 1. Delegate members have all privileges of the Association, including
the right to vote, hold any elected office, serve on and chair any committee,
and receive all mailings.
SECTION 2. Life members have all privileges of the Association, including the
right to vote, serve on and chair any committee, and receive all mailings, but
cannot hold an elected office.
SECTION 3. Honorary members may participate in meetings and discussions and
serve as members of committees, but cannot vote or hold an elected office or
chair a committee. Honorary members will receive all Association mailings for
one year. Such mailings will be discontinued unless the member requests, in
writing, that the mailings be continued in subsequent years.
SECTION 4. The privileges of the Association are only available to members in
good standing.
ARTICLE V. MEETINGS
SECTION 1. Association meetings shall consist of general membership meetings, an
Annual Membership Meeting, Executive Board meetings, and committee and
subcommittee meetings.
(A) General membership meetings shall be held at such times and places as are
needed for the effective conduct of Association business.
(B) An Annual Membership Meeting shall be held during the month of April, May,
or June each year.
(C) The Executive Board shall meet annually to establish Association goals for
the ensuing year, and at other times as directed by the President.
(D) Committee and subcommittees shall meet at such times and places as are
needed for the performance of their assigned responsibilities.
SECTION 2. Association members shall be provided at least fifteen (15) days
written notice of any membership meeting.
SECTION 3. The presence of any members eligible to vote at a membership meeting
shall constitute a quorum.
SECTION 4. The presence of any three of the Association officers at an Executive
Board meeting shall constitute a quorum.
ARTICLE VI. DUES
SECTION 1. The annual dues for Delegate membership shall be set by the
Association at the Annual Membership Meeting. Changes to the dues structure
shall take effect the following calendar year.
SECTION 2. Life and Honorary members are exempt from annual dues.
SECTION 3. Annual dues shall be payable on July 1st of each year. Delinquent
members shall be dropped from the roll as of September 1st.
SECTION 4. New members joining after January 1st will be assessed two-thirds of
the dues approved at the Annual Membership Meeting.
ARTICLE VII. OFFICERS
SECTION 1. The officers of the Association shall be the President,
President-Elect, Secretary, Treasurer, and Immediate Past President. These
officers constitute the Executive Board.
SECTION 2. The officers of the Association shall assume their duties on July 1
following their election and shall serve a one-year term.
SECTION 3. At least sixty (60) days prior to the Annual Membership Meeting, the
President shall appoint a Nominating Committee, which will consist of two (2)
members in good standing, the President‑Elect, and the Immediate Past President.
It shall be the responsibility of the Nominating Committee to nominate and
publish a slate of officers at least forty‑five (45) days prior to the Annual
Membership Meeting. Candidates are required to submit a letter of support from
their supervisor. The President-Elect is the candidate for ascendancy to the
office of President for the following term.
SECTION 4. An election of officers shall be held each year at the Annual
Membership Meeting. Voting is restricted to eligible (i.e., Delegate and Life)
members in good standing. Absentee ballots will be available to those members
not able to attend the meeting. Returned absentee ballots must be postmarked or
submitted via fax or email to OEMA no later than ten (10) business days prior to
the Annual Membership Meeting. Election to office will be decided by a simple
majority of the written ballots.
SECTION 5. The duties of the officers of the Association are:
(A) President
1. Preside at all membership meetings of the Association and serve as Chair of
the Executive Board.
2. Form committees and appoint committee members consistent with Article IX of
the bylaws.
3. Appoint a liaison to Oregon Emergency Management and appoint representatives
or liaisons to statewide committees or task forces.
4. Carry out the purposes of the Association as set forth in the bylaws.
5. Keep the membership appropriately informed of Association matters.
6. Appoint, with the concurrence of the Executive Board, a person or persons to
edit and publish an official publication for the Association and secure
advertising therein in accordance with policies established by the Executive
Board.
7. Make such other appointments as are necessary.
(B) President-Elect
1. Perform the duties of President in his/her absence.
2. Serve as Chair Pro-tem or liaison to each standing committee according to the
duties specifically determined by the President.
3. Serve as a member of the Nominating Committee in order to propose a slate of
officers for the Executive Board.
4. Serve as Chair of the Oregon Certified Emergency Management Specialist (ORCEMS)
Committee and appoint members to serve on the committee as needed.
5. Serve as Chair of the Emergency Management Workshop Subcommittee and appoint
members to serve on the committee as needed.
(C) Secretary
1. Keep minutes of the proceedings at all membership and Executive Board
meetings.
2. Retain minutes for all membership and Executive Board meetings as a permanent
record.
3. Make copies of meeting minutes available to all members no later than thirty
(30) days following the meetings.
4. Maintain a record of all votes amending the Association bylaws.
5. Serve as historian of the Association.
6. Maintain a current membership roster and make it readily available to all
members of the Association.
7. Maintain a list of members in good standing.
8. Call the meeting to order when the President and President- Elect are absent
and call for an election by the body of a Chair Pro-tem for that meeting.
9. Perform such additional duties as may be required by the Executive Board.
(D) Treasurer
1. Receive and maintain responsibility for all monies or securities belonging to
the Association or collected in its name.
2. Disperse Association funds as ordered by the President or the membership.
3. Prepare an annual budget in cooperation with the Finance and Audit Committee.
4. Pay for budgeted expenses upon submission of a proper invoice, reimbursement
request, or proof of claim by a vendor.
5. Honor all claims for payment of unbudgeted expenses when such expenditures
were authorized by a duly passed motion at a general membership or Executive
Board meeting.
6. Complete forms required by the Corporation Division of the State of Oregon.
Such submission will occur each October and will detail the names and addresses
of the Association’s officers and current filing status as a “Mutual Benefit”
association.
7. Prepare and submit other reports and forms as required by the state and
federal governments, including all IRS related documents.
8. Perform such additional duties as may be required by the Executive Board.
(E) Immediate Past President
1. Serve on the Executive Board.
2. Chair the Nominating Committee.
3. Perform such additional duties as may be required by the Executive Board.
ARTICLE VIII. EXECUTIVE BOARD
SECTION 1. The Executive Board shall consist of the President, President-Elect,
Secretary, Treasurer, and Immediate Past President.
SECTION 2. Executive Board Responsibilities:
(A) The Executive Board shall establish Association policies and handle all
emergency business.
(B) The Executive Board shall develop and publish the Association and Executive
Board meeting schedules.
(C) The Executive Board shall confirm the selection of the financial institution
used to maintain Association funds.
(D) The Executive Board shall approve all non-budgeted expenditures.
(E) The Executive Board shall approve all Association travel for which
reimbursement will be authorized. The Executive Board shall also establish the
reimbursement rates (mileage, per diem, and lodging) for all authorized travel.
(F) The Executive Board shall review all proposed amendments to the bylaws.
(G) The Executive Board may investigate and remove a member for cause. “Cause”
includes failure to perform, neglect of official Association responsibilities,
conversion of Association funds or other property, and/or other behavior not
consistent with the Association’s purpose.
SECTION 3. In the event of an officer’s resignation, death, removal for cause,
or inability to perform official duties, the Executive Board shall appoint a
member in good standing to fill the unexpired term of that office.
ARTICLE IX. COMMITTEES
SECTION 1. The following committees shall be standing committees.
(A) Bylaws: This committee will evaluate the bylaws for conformity with federal
and state laws and policies and Association purposes and make recommendations
for their amendment to the membership.
(B) Information/Communication Technology: This committee will review and
evaluate existing and emerging technologies in communications and information
systems/processes and provide regular and timely reports to the membership on
emerging technologies that may be of value to emergency management. The
committee will also maintain liaison with public and private response and
recovery agencies to promote communications interoperability.
(C) Finance and Audit: This committee will recommend guidelines for management
of fiscal activities, work with the Treasurer in preparing a budget and
addressing financial requirements, and conduct an annual review or audit of the
expenditures of Association funds.
(D) Legislative: This Committee will maintain liaison with state and federal
legislators and appropriate associations, committees, and task forces in matters
relating to emergency management. The Committee will also monitor legislation of
interest to the Association and its membership, and make recommendations to the
Executive Board regarding Association positions relative to legislative issues.
The committee may draft legislation and testify for or against legislation as
appropriate and directed by the Association.
(E) Membership: This committee will promote membership and ensure that member
services are provided.
(F) Training: This committee will coordinate with emergency services agencies in
the development and implementation of statewide training programs to enhance
emergency services. Committee members will provide information to the membership
on training opportunities and other subjects of interest related to training.
Committee members will also encourage the development of an instructor cadre
within the membership to facilitate intergovernmental training and utilization
of shared resources.
1. Emergency Management Workshop Subcommittee: This subcommittee is responsible
for the developing and conducting the annual workshop. Subcommittee members may
actively seek out and work with other interested emergency services providers as
potential co-sponsors of the Workshop.
(G) Oregon Certified Emergency Management Specialist (ORCEMS): This committee
will manage the ORCEMS program as outlined in Attachment A (ORCEMS) of the
bylaws.
(H) Strategic Planning: This committee will conduct an annual review of the
Association’s strategic plan, prepare a written report on the attainment of plan
goals, and recommend changes to the plan.
SECTION 2. Ad hoc committees may be formed as necessary for the conduct of
Association business.
ARTICLE X. FINANCE
SECTION 1. The fiscal year of the Association is July 1st through June 30th.
SECTION 2. No fund raising activities shall be undertaken by any member of the
Association, in the name of the Association, without prior approval of the
Executive Board.
SECTION 3. No part of the net earnings of the Association shall inure to the
benefit of, or be distributable to, its members, trustees, directors, officers,
or other private persons, except that the Association shall be authorized and
empowered to pay reasonable compensation for services rendered and to make
payments and distributions in furtherance of section 501 (c)(3) purposes.
SECTION 4. Members of the Executive Board and duly appointed members of standing
and ad hoc committees and subcommittees may be reimbursed for expenses incurred
for travel and lodging provided those costs are authorized and not covered by
other means.
SECTION 5. A fiscal year budget shall be submitted to the membership for review
and adoption at the Annual Membership Meeting. Approval of the budget shall be
documented in the minutes of the meeting.
SECTION 6. Financial Review
(A) A review of the Association’s finances will be conducted by the Finance and
Audit Committee not later than September of each year.
(B) Any member of the Association may request that a financial review be
conducted. Approval of an unscheduled financial review is subject to a vote of
the general membership.
SECTION 7. Monthly and year-to-date financial statements shall be presented to
the members for review and approval at all membership meetings.
SECTION 8. All checks require two authorized signatures and the bank signature
cards must so state. Five signatures are authorized and any two are required to
disburse funds.
SECTION 9. Upon dissolution of the Association, assets shall be distributed for
one or more exempt purposes with the meaning of 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 or state government or any local
government for a public purpose.
ARTICLE XI. PARLIAMENTARY AUTHORITY
SECTION 1. Robert’s “Rules of Order” (revised) shall be the parliamentary
authority for all matters of procedure not specifically covered by the bylaws of
the Association.
SECTION 2. Only members who are in good standing may participate in Association
meetings. Members not in good standing based on delinquent dues or fee
obligations may seek approval from the other members present at any Association
meeting to participate in that meeting. Such approval is not a right.
ARTICLE XII. AMENDMENTS TO THE BYLAWS
SECTION 1. These bylaws may be amended by a majority vote at any membership
meeting. Notification of proposed amendments must be distributed to all members
in good standing at least fifteen (15) days prior to the meeting.
SECTION 2. A record of all votes wherein one or more sections of the bylaws were
changed shall be maintained. The record will include the following:
(A). The number of members eligible to vote.
(B). The number of votes cast for the amendments.
(C). The number of votes cast against the amendments.
ARTICLE XIII. ACCEPTANCE DATES
Effective this 15th day of June, 1978
Amended this 22nd day of June, 1984
Amended this 9th day of September, 1988
Amended this 17th day of July, 1991
Amended this 29th day of June, 1994
Amended and approved this 11th day of June, 1998 Davis “Ike” Jensen
OEMA President
Amended and approved this 21st day of January, 1999 Michael J. Gilsdorf
OEMA President
Amended and approved this 19th day of August, 2002 Laureen A. Paulsen
OEMA President
Amended and approved this 9th day of December, 2002 __________________
Laureen A. Paulsen
OEMA President
Note: Information in bold type is language required by the Internal Revenue
Service. |
