By-Laws
Oregon Rental Association
Article
I
Name, Location & Purpose
Sec.
1. Name. The Name of this organization is the Oregon
Rental Association, aka ORA, or the Association,
a not for profit Corporation registered in the State of Oregon.
The ORA is an "A.R.A. Local Association"
affiliate of the American Rental Association.
Sec.
2. Location. The Head Office of the ORA is that
designated for the Registered Agent as maintained in the files
of the State of Oregon, Secretary of State, Corporation Division.
ORA may have such other offices as designated by the
Board of Directors.
Sec.
3. Purpose. The purposes for which ORA is organized
are to:
- Promote
in a lawful and legal manner the development, preservation,
operation and general welfare of that industry which is comprised
of the business of rental of tangible personal property. This
is hereinafter referred to as the Rental Industry.
-
Foster a spirit of cooperation and good will among those persons
engaged in the Rental Industry.
-
Furnish member services, which will safely and profitably
foster better business methods, and disseminate information
of value regarding the Rental Industry.
-
Study and investigate the Rental Industry.
-
Provide a forum for fellowship and the exchange of ideas.
-
Cooperate with other organizations to further the interests
of the Rental Industry.
-
Disseminate knowledge and information about the Rental
Industry. Distribute information and promote the "rental
concept" to the general public with the goal of creating
a better public understanding and acceptance of the Rental
Industry.
-
Establish training courses and seminars for the improvement
of the Rental Industry.
-
Represent the Rental Industry before government bodies
and other public forums with the goal of creating and sustaining
a business atmosphere conducive to resource renewal, positive
employer/employee relations and future sustainability of the
business operations of individual members.
- Promote
good customer relations and ethical conduct among members.
Adopt standards of practice when deemed necessary.
Article
II
Membership
Sec.
1. Eligibility
-
Membership in the ORA is available to any individual,
corporation or partnership that has met the qualifications
and requirements for their respective classes membership.
-
Membership applications, along with fees established by the
Board of Directors, shall be submitted in writing, on approved
forms to the Secretary or Treasurer of ORA.
-
Applicants will only be admitted to membership upon approval
procedures as may be established by the Board of Directors.
Solely, the Board of Directors will decide determining class
of membership or eligibility.
-
All members, at the time of acceptance and as a prerequisite
to continued membership, must meet and continue to meet the
qualifications and requirements for membership, and to conform
to ORA's current rules, regulations policies and By-Laws.
Sec.
2. General Member. An individual, corporation or partnership
engaged in the ownership and/or active management of a business
in the Rental Industry. The business must designate one
individual to represent its membership.
Sec.
3. Member Partner. An individual employed in any capacity
by a General Member.
Sec.
4. Associate Member. An individual, corporation or partnership
engaged in the ownership and/or active management of a business
in support of the Rental Industry. The business must
designate one individual to represent its membership.
Sec.
5. Associate Member Partner. An individual employed in
any capacity by an Associate Member.
Sec.
6. Retired Member. An individual who was a previous member
or company designate, for a continuous period of at least five
(5) years and who has retired from the Rental Industry.
Sec.
7. Rights & Privileges. The respective classes of
membership in ORA shall enjoy such services, rights and
privileges of membership as the Board of Directors may provide.
Sec.
8. Suspension and Expulsion. Any member may be suspended
or terminated for cause. Violation of the By-Laws or rules of
practices adopted by the ORA, illegal activity or conduct
prejudicial to the interests of ORA shall constitute
sufficient cause. Suspension or Expulsion shall only occur after
a two-thirds (2/3) vote of the entire membership of the Board
of Directors.
Fifteen
(15) days prior to such vote a certified or registered letter
must be sent to the last provided address of the effected Member
with a notice of the date and time of the meeting, and the action
to be considered. The effected Member shall have the opportunity
to be personally present at said meeting.
Article
III
Dues and Special Assessments
Sec.
1. Dues. All membership classes, as a prerequisite to
membership, are required to pay those dues as established by
the Board of Directors. All dues are payable annually in advance
and are due at the beginning of the Association fiscal
year.
Sec.
2. Delinquency. Any member over sixty (60) days delinquent
from the due date, as established by the Board of Directors,
will be dropped from the membership roll. Membership will be
reinstated upon full payment of dues up to one year from the
time the member was dropped from the membership roll.
Sec.
3. Special Assessments. The Board of Directors may recommend
to the membership a Special Assessment for specific ORA
purposes. Any Special Assessment must be provided to the membership
with the notice of the general membership meeting in which it
will be considered. The Special Assessment must be approved
by a simple majority of all eligible votes represented at such
general membership meeting at which there is a quorum present.
Article
IV
Board of Directors
Sec.
1. Function. The Board of Directors shall set all policies
and strategic positions of the ORA. The Board shall adopt
such policies, rules and regulations for the conduct of ORA,
the Board of Directors and elected officers, as it determines
best meets the purposes of ORA, set forth in Article
I, Sec. 3.
Sec.
2. Members. The Board of Directors shall be comprised
of the elected officers of President, Vice-president, Secretary
and Treasurer, and the Immediate Past President who shall serve
as Chairman of the Board. The Board may also include one or
more Directors each from membership classes of Member Partner,
Associate Member and Associate Member Partner. The Director(s)
from these classes may be nominated by their respective membership
class, as approved by the Nominating Committee, and must be
representative of that class as determined by the Board of Directors.
If any membership class is not represented by sufficient numbers
of members to make itself representative as a class the Board
will not advance a Director nomination. The Board of Directors
will determine the point at which each membership class is represented.
At least three-fifths (3/5) of the Board members must be General
Members.
Sec.
3. Membership in ARA. All members of the Board of Directors
must be a current member of the American Rental Association.
Sec.
4. Meetings. The Board of Directors shall have at least
one regular meeting to coincide with the General Membership
Meeting next, following the election of officers. This meeting
is to be held at the same place as the regularly scheduled membership
meeting. The Chairman of the Board, President, or a majority
of Directors may call additional meetings. All meeting notices
are to be transmitted by the same method as those of regular
membership meetings.
Sec.
5. Quorum. A simple majority of the entire Board shall
constitute a quorum for any meeting.
Sec.
6. Term. The term for all non-officer members shall be
two years and the term for the Board Chairman shall be one year.
Sec.
5. Vacancies. The remaining term created by vacancies
of ORA elected officers, or the Office of Chairman of
the Board will be filled by the Board of Directors. Vacancies
of other Directors will be filled by nomination from the respective
membership classes and approved by the Board of Directors.
Article
V
Officers
Sec
1. Elected Officers. The elected officers of ORA
will be President, Vice-President, Secretary
and Treasurer. The office of Secretary and Treasurer
may be combined at the recommendation of the Board of Directors.
Sec
2. Eligibility. The President and Vice-President
must be General Members of the Association. The
Secretary and Treasurer may be General Members
or Associate Members of the Association.
Sec.
3. Term of Elected Officers. Each elected officer shall
take office on the first General Membership meeting of the year
and serve a one-year term. Each
Elected officer may be re-elected for an additional one-year
term but can serve no more
than two consecutive elected terms.
Sec.
4. Vacancies. Should the President, for any reason leave
the Office or be unable to perform the duties of President,
as determined by the Board of Directors, the Vice President
shall immediately and automatically become President for the
balance of The term. Should the Vice-President, for any reason
leave the Office or be unable to perform the duties of Vice
President, as determined by the Board of Directors, the Board
of Directors shall, at its discretion appoint a qualified successor
or call for a special election to elect said successor. All
other vacancies of elected officers are to be filled at the
discretion of the Board of Directors, including the Office of
Chairman of the Board.
Sec.
5. President. The President shall be the Chief Executive
Officer of ORA. The President shall preside over all
meetings of the Association and be an ex-officio voting member
of all committees, except the Nominating Committee. The President
shall serve as Chairman of the Board of Directors in the absence
of the Chairman. The President will be responsible for executing
fiscal and financial policies passed by the Board of Directors.
Sec.
6. Vice-President. The Vice-president shall execute the
duties and powers of President, in the absence of the President.
The Vice-president shall execute such other duties and powers
as prescribed by the Board of Directors and/or the President.
Sec
7. Secretary. The Secretary shall be responsible for
providing all meeting notices of the ORA, maintaining
a permanent record of the Articles of Incorporation and By-Laws
of the Association, and maintaining a permanent record
of minutes of all meetings, including special meetings and meetings
of the Board of Directors. The Secretary shall also be responsible
for communicating all correspondence of the Association as directed
by the President or the Board of Directors.
Sec
8. Treasurer. The Treasurer is the chief financial officer
of the Association and shall have custody of all tangible
assets. The Treasurer is responsible for billing, And collecting
all monies due the Association and paying all debts and disbursements
of the Association, as determined by the President and/or
Board of Directors. The Treasurer must keep an accurate accounting
of all assets, liabilities and, income and disbursements of
the Association and provide a written record to the President
and Board of Directors at the annual meeting of the Association
or at such other time as they may request. All Association
funds must be kept in an account insured by the Federal Deposit
Insurance Corporation and deposited no later than the next business
day after receipt. Funds may be withdrawn only over the signature
of the Treasurer and at least one other officer designated by
the Board of Directors.
Article
VI
Meetings and election of officers and Directors
Sec.
1. Annual Meeting. The annual meeting of the ORA
shall be on the last Wednesday of January at a time and location
chosen by the President or Board of Directors. The opening of
the Annual Meeting will mark the beginning of the Association
fiscal year, at which time newly elected officers and board
members will begin their duties. The opening of the Annual Meeting
marks the close of the prior fiscal year.
Sec
2. General Membership Meetings. All general membership
meetings are to be held on the last Wednesday of the month.
The Board of Directors will determine the frequency of General
Membership Meetings.
Sec.
3. Special Meetings and Mail Votes. Special Meetings
may be held at the request of the Board of Directors, or shall
be called by the Board of Directors upon the written request
of a simple majority of the total membership of all membership
classes. Membership must be notified of the time and place of
a Special Meeting twenty (20) days in advance of said meeting.
Notification
may be by whatever method is used for General Membership Meetings.
Mail Votes may be held under the same circumstances when the
Board of Directors deems an actual meeting is not necessary.
Sec.
4. Quorum. The presence of a simple majority of all votes
entitled to be cast, or (at least) three-fifths (3/5) of the
total membership of the Board of Directors, constitute a quorum
at any General Membership Meeting or Special Meeting.
Sec.
5. Nomination of Officers and Directors. The nomination
of all elected officers and eligible Directors will be made
by a Nominating Committee with an odd number of members. This
committee must have no less than three (3) members. The Nominating
Committee will solicit Director nominees as identified by Article
IV, Section 2.
At
least two-thirds (2/3) of the Nominating Committee must be made
up of General Members. The Nominating Committee
will be appointed by the Board of Directors at the September
General Membership meeting and elections will be held at the
next General Membership Meeting, in any event no later than
the November General Membership Meeting.
Sec.
6. Election of Officers and Directors. All selections
for elected officers and eligible Directors will be presented
by the Nominating Committee at the General Membership Meeting
designated for elections. Election to office will be made by
a simple majority of all members present.
Article
VII
Conduct of meetings and order of business
Sec.
1. Meeting conduct. All meeting conduct and parliamentary
rule will be determined by "Roberts Rules of Order"
unless usurped by specific conditions of these By-laws
Sec.
2. Order of meeting. The order of business for all ORA
meetings will be as follows:
1.
Call to order and stated purpose of the meeting.
2. Introductions
3. Reading minutes of the previous meeting by the Secretary.
4. Receiving and reading communications directed to the Association.
5. Officer reports.
a. Secretary
b. Treasurer
c. Vice-president
d. President
6. Committee reports
7. Unfinished business
8. New business
9. Communication or discussion for the good of the Association.
10. Adjournment.
Sec.
3. Changing order of meeting. The Order of any meeting
(Article VII, Sec 2) may be changed at the request of the Presiding
Officer and a majority vote of all members present.
Article
VIII
Indemnification
Each Officer or Director, whether or not currently in office,
shall be indemnified by the Association against all damages,
and reasonable costs and expenses incurred by them, or imposed
upon them in connection with any claim, action or lawsuit arising
out of the act of being an Officer or Director of the Association.
The amount of, and method of handling and settlement of said
claims and expenses will be determined solely by the Board of
Directors. The Association will not indemnify the acts
of Officers or Directors, whether or not currently in office,
in which they have been shown to be negligent or derelict in
their performance or duty as an Officer or Director.
Article
IX
Acceptance and amendment of By-laws
The By-laws are accepted, amended, repealed or altered, in whole
or in part, by a majority vote of the paid membership from all
membership classes and at least a two-thirds (2/3) vote of the
Board of Directors.
| Approved: |
________________________________ |
| |
Chairman,
Board of Directors Date |
| |
|
| _______________________________ |
________________________________ |
Director
 Date |
Director
Date |
| |
|
| _______________________________ |
________________________________ |
| Director
Date |
Director
Date |
Amendments
and Corrections
(corrections noted in italics)
Article
IV
Board of Directors
Sec. 3. Membership in ARA. The President and Vice-president
must be current members of the American Rental Association.
(passed by 2/3 vote of the Board of Directors and majority vote
of the paid membership, April 30, 2003)
Article
V
Officers
Sec
2. Eligibility. The President and Vice-president
must be General Members of the Association and
have attended at least 2/3 of the previous years' regular membership
meetings. The Secretary and Treasurer
may be General Members or Associate Members of
the Association and have attended at least ½
of the previous years' regular membership meetings. (passed
by 2/3 vote of the Board of Directors and majority vote of the
paid membership, April 30, 2003)
Article
V
Officers
Sec
1. Elected Officers. The elected officers of ORA
will be President, Vice-president, Secretary and Treasurer.
The office of Secretary and Treasurer may be combined
at the recommendation of the Board of Directors. The offices
of Secretary and Treasurer are hereafter combined.
(passed by a 2/3 vote of the Board of Directors, November 19,
2003)
