Adopted April 2, 2016
Sec. 1. The name of this corporation shall be the Thompson's Mills Preservation Society formerly known as the Boston Mill Society, hereinafter known as “Society.”
Sec. 2. The principal address of this corporation shall be Post Office Box 1, Shedd, Oregon 97377. The address may be changed by the Society Board of Directors when deemed necessary.
Sec. 1. The Society is a 501c3 nonprofit organization, governed by ORS Chapter 065, Non-profit Corporations statutes, that supports the Thompson’s Mills State Heritage Site, the oldest operable water-powered flour and grain mill in Oregon, originally established as Boston Mills in 1858.
Sec. 2. The Society is dedicated to the preservation of the history of Thompson’s Mills, the Mill itself, the Mill House and other structures on the Mill site. It supports efforts to educate the public on the Mill’s operations, the way of life at the Mill, the significance of the Mill in the development of agriculture in the region and on the stories of the owners and workers who struggled and succeeded in maintaining a viable business through 150 years of changing technological and economic conditions.
Sec. 1. Membership is open to any person or entity. There shall be no restrictions on membership as to race, color, sex, sexual orientation, or gender identity, and provisions of these bylaws shall apply to all members.
Sec. 2. Members are defined as individuals or entities that have paid their annual dues and satisfy any other requirements for membership as set by the Board of Directors.
Sec. 3. The membership year is from January 1 through December 31 of each year. New members paying their dues after August 31 shall have their membership expire on December 31 of the following year.
Sec. 4. The eligibility requirement for voting at any regular or special meeting of the Society shall be recorded membership in The Society no later than the day the notice of such meeting is conveyed to the membership, and shall be no less than 30 days before the meeting.
Sec. 1. The administration of the Society shall be committed to its duly elected, minimum of five (5), Board of Directors. The Board of Directors positions shall be elected by members of the Society at the Annual Meeting with 2 members being elected in even years and 3 members being elected in odd years. Each member shall serve a two year term. Any vacancy on the board may be filled, until the next membership meeting, by a society member selected by the Board of Directors. At the next Annual Meeting the members shall elect a person to fill the vacancy for the remainder, if any, of the term.
Sec. 2. The outgoing members of the Board of Directors shall serve until the close of the Annual Meeting. The elected members of the Board of Directors shall begin their term at the close of the annual meeting.
Sec. 3. The business and activities of the Society shall be guided by an annual plan approved by the members of the society at the Annual Meeting. The plan shall include a budget for approved projects and an annual contingency fund of at least $1,000.00 for unplanned expenditures that may arise during the year. Should an annual budget not be approved by the membership, the $1,000.00 contingency fund shall be considered as the budget until the next membership meeting. For planning and budgeting purposes the operational year for the Society is January 1, through December 31, so as to coincide with the current State and Federal filing year.
Sec. 1. An Annual Meeting of the Society shall be held within the first two calendar months of each year on a date selected by the Board of Directors. Notice of the meeting shall be conveyed to all of the membership of the Society at least 30 days in advance or as required by ORS Chapter 065; Non-profit Corporations, whichever is greater.
Sec. 2. Special Meetings of the Society may be called by the President or by a majority vote of the Board of Directors. Notice of any Special Meeting shall be conveyed to all of the membership of the Society at least 30 days in advance or as required by ORS Chapter 065; Non-profit Corporations, whichever is greater.
Sec. 1. The Board of Directors shall meet on dates and at times determined by the Board of Directors. Special Meetings of the Board of Directors may be called by the President or upon the request of a majority of members of the Board of Directors. Decisions of the Board of Directors will be decided by a majority vote of the Board members.
Sec. 2. The presence of more than one-half or more members of the Board of Directors shall constitute a quorum.
Sec. 3. All meetings of the Board of Directors shall be guided by Robert's Rules of Order, the latest revision.
Sec. 1. The officers of the Thompson’s Mill Preservation Society shall be President, Vice President, Secretary and Treasurer. The Vice-President or Secretary may serve in a dual capacity as the Treasurer. Officers shall be elected by a majority vote of the members of the Board of Directors during a recess in the Annual Meeting. The term of office for each officer shall be one year, but officers may be reelected.
Sec. 2. The President shall preside at all meetings of the Board of Directors and the Society. The President shall be an ex-officio member, without vote, of every committee of the Society. The President shall exercise general charge and supervision of the affairs of the Society and shall perform other duties as may be assigned by the Board of Directors.
Sec. 3. The Vice President shall assist the President in the execution of the President’s duties. The Vice President shall preside in the absence of the President.
Sec. 4. The Secretary shall be responsible for taking and maintaining the minutes and other records of the Board of Directors and of the Society and shall perform such other duties as directed by the Board of Directors.
Sec. 5. The Treasurer shall maintain a record of the funds, bank account(s), and investments of the Society. The Treasurer shall deposit all income and pay all bills and other expenses incurred by the Society in a timely manner so as not to incur finance or interest charges unless such charges have been specifically approved in advance by the Board of Directors. The Treasurer shall present Financial Reports at all meetings of the Board of Directors, at the Annual Meeting and at Special Meeting(s), if requested.
Sec. 6. The President, and two other elected officers shall make up the Executive Committee. The Executive Committee’s purpose shall be to make decisions on time sensitive issues that cannot wait for the full Board of Directors to meet. Decisions regarding unplanned expenditures of the Society’s funds are limited to the amount of cash available in the contingency fund. All members of the Executive Committee must agree on their decision. If they cannot agree, the issue must be referred to the entire Board of Directors to make the final determination.
Sec. 1. The Board of Directors may form any committee deemed necessary or desirable. The President, with the approval of the Board, shall designate the committee chair, who may or may not be a Board member.
Sec. 2. Committee membership and leadership is open to all members of the Society.
Sec. 1. Any proposed changes to the Bylaws shall be reviewed by the Board of Directors. The Society Bylaws may be adopted, altered, or repealed by a majority affirmative vote of the members voting at the Annual or Special Meetings provided that notice of the proposed change(s) has been conveyed to the members pursuant to ORS Chapter 065; Non-profit Corporations, but no less than thirty (30) days before the meeting.
Sec. 1. Dissolution of the Society shall be in full accord with ORS Chapter 065; Non-profit Corporations.
Sec. 2. Disposition of remaining assets. Remaining assets shall be given to Oregon Parks and Recreation for the exclusive benefit of Thompson’s Mills State Historic Site.