OREGON EMPLOYMENT AND TRAINING ASSOCIATION BYLAWS

An Oregon Corporation Amended June !" !##

Arti$%e I& Organi'ation
Se$tion A( The name of the organization shall be Oregon Employment and Training Association, an Oregon Corporation. OregonETA is an acronym for Oregon Employment and Training Association. All references to the corporation shall be to OregonETA. Se$tion B( The area to be served by the corporation shall be all of the State of Oregon. remainder of the membership year, at the same cost. 7. #ndivid!al 4embership5 Any individ!al shall become a member of the corporation !pon payment of the ann!al membership fee. #ndivid!als $ho are retired, or $or0 less than half time shall become a member of the corporation !pon payment of one half of the ann!al membership fee. ,. S!per Star 4embership5 Any individ!al $ho ma0es a contrib!tion in addition to the ann!al membership fee. The level of contrib!tion that earns a S!per Star designation shall be determined by the board of directors. Se$tion B( OregonETA advocates val!ing diversity and honoring individ!als. Therefore, this organization is committed to a policy of open membership $hich does not discriminate on the basis of race, se , disability, color, religion, national origin, se !al orientation or age.

Arti$%e II& Purpo)e and Mi))ion

This corporation shall be organized and operated e cl!sively for charitable, scientific, literary, and ed!cational p!rposes. S!b"ect to the limitations stated in the Articles of #ncorporation, the p!rposes of this corporation shall be to engage in any la$f!l activities, none of $hich are for profit, for $hich corporations may be organized !nder Chapter %& of the Oregon 'evised Stat!tes (or its corresponding f!t!re provisions) and Section &*+ (c) (,) of the #nternal 'even!e Code of +-&. (or its corresponding f!t!re provisions). The corporation/s primary p!rpose shall be to promote and provide ed!cational services $hich enhance $or0force development programs that empo$er !nemployed $or0ers and others in need of assistance to complete employment1related goals and2or attain self1s!fficiency.

Arti$%e I,& Board o- Dire$tor)

Se$tion A( 9oard 4embership +. The board shall be comprised of elected members representing the +& $or0force regions in the state and the immediate past president of the board if that person is not serving in an elected capacity. The board may also incl!de one non1voting representative from each of the follo$ing5 an Oregon $or0force development organization, $or0force development directors and one representative from the b!siness comm!nity. 7. Each $or0force region, $ith at least +& OregonETA members, is eligible to elect a board representative to a t$o1year term. :or0force regions $ith ,* or more members are eligible to elect t$o board members $ho $ill serve staggered t$o1year terms. :or0force regions $ith less than +& OregonETA members or $ho opt not to elect a board member $ill be represented on the board by member(s) elected at large, from all of the !nrepresented $or0force regions. ,. ;ecisions on the n!mber of board members per region $ill be made on 6!ne +& th each year, based !pon OregonETA memberships on that date. <!mber of board seats $ill be determined by dividing the membership co!nt

Arti$%e III& Mem*er)+ip

Se$tion A( Organizations and individ!als that are interested in and have a commitment to e cellence in $or0force development programs and to the p!rposes and ob"ectives of OregonETA shall become members !pon payment of the appropriate ann!al membership fee described belo$( #( 3!ll Organization 4embership5 An Organization shall become 3!ll Organization 4embers !pon payment of an ann!al gro!p membership fee. The fee $ill be based on the n!mber of reg!lar $or0force development staff in the organization on 6!ly +st, m!ltiplied by the c!rrent individ!al membership fee, less 7&8. The employee roster $ill be s!bmitted ann!ally $ith the gro!p membership fee. Organizations that hire ne$ staff after 6!ly +st may s!bmit the names and hire dates to OregonETA for f!ll membership for the

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by +&. Any position not filled by a specific region $ill be designated an at1large position. #n addition to the n!mber of board members earned by membership, !p to an additional five at1large members may be elected to ens!re the board maintains a s!fficient operating capacity? to be decided at the discretion of the board, based on Association $or0load demands. Elections $ill be held not later than 6!ly +&th. <e$ board members $ill ta0e office at the OregonETA ann!al meeting. Se$tion B( The d!ties of a board member shall be5 (+) to direct the affairs of the corporation? (7) to serve as a liaison to the membership they represent and (,) to ass!re that elections for board members are cond!cted according to election policy specified by the corporation board. Se$tion C( Any member $hose d!es are c!rrent is eligible for election to the board of directors. Se$tion D( Each eligible $or0force region shall nominate, elect and replace its representatives in accordance $ith Article #@, Section A. 4embers elected to the board $ill be ratified by affirmative vote of the ma"ority of the membership present and entitled to vote at the ann!al meeting of the corporation. Se$tion E( The term of office for elected board members shall be t$o years. The t$o members representing an entity shall hold staggered terms. A member elected to fill a board vacancy shall serve only for the remainder of term, b!t may be re1elected at the ne t election. The immediate >ast >resident $ill serve as an e 1officio member of the board $hen not officially elected to serve as a board member. Se$tion .( The board of directors may remove from the board any member $ho misses a total of three (,) meetings d!ring any +7 month period $itho!t an e c!se approved by the board. Se$tion G( The board of directors shall cond!ct the affairs of the corporation in compliance $ith these byla$s, the articles of the corporation and applicable local, state and federal la$. Se$tion /( <o compensation shall be paid by OregonETA to any member of the board for services rendered as a member of the corporation board of directors.

Se$tion B( The officers of the corporation shall be selected by a nominating committee of board members and ratified by the board at its ann!al meeting. 9oard members ratifying officers shall incl!de both ne$ly1elected board members and o!tgoing board members. 4embers of the nominating committee shall not be eligible to hold an office. The term of office shall be one year. Se$tion C( An officer may be removed by a 72, vote of the board of directors $hen the directors have determined it is in the best interests of the organization. Se$tion D( A vacancy in an office shall be filled for the !ne pired portion of the term by a vote of the board members. Se$tion E( The president is the chief e ec!tive officer of the corporation and shall generally cond!ct and s!pervise all of the b!siness and affairs of the corporation. The d!ties of the president shall be to preside at all meetings of the corporation, to serve as chair of the e ec!tive committee, to appoint committee members and chairpersons as needed, and to perform generally all d!ties incident to the office of president. The president, or designee, shall serve as an e 1officio member on all committees e cept the e ec!tive committee. Se$tion .( The d!ties of the vice president shall be to perform the d!ties of the president in the absence of the president and to perform s!ch other d!ties and responsibilities as are set by the board of directors or the president. The vice president shall serve on the e ec!tive committee. Se$tion G( The d!ties of the secretary of the corporation shall be to maintain the records of the corporation, incl!ding the min!tes of any meeting of the board of directors and to perform s!ch other d!ties as are set by the board of directors or the president. The secretary shall serve on the e ec!tive committee. Se$tion /( The d!ties of the treas!rer shall be established by the board of directors or the president and shall generally incl!de governance of financial matters and reg!lar reports to the board on the financial stat!s of the corporation. The treas!rer shall serve on the e ec!tive committee.

Arti$%e ,& O--i$er)

Se$tion A( The officers of the corporation shall be a president, vice1president, secretary, treas!rer and s!ch other officers $ith d!ties as the board prescribes. Any board member is eligible to be elected an officer of the corporation.

Arti$%e ,I& Admini)tration

Se$tion A( Committee) +. Str!ct!re. The corporation shall have si standing committees5 e ec!tive, byla$s, membership, mar0eting, finance and professional development. All standing committee chairs shall be members of the

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E ec!tive Committee. #n addition, the board of directors may designate ad hoc committees. 7. 4embership. The Chair of each committee shall be appointed from among the members of the board of directors. There m!st be at least t$o additional members of each committee. A!thority. Committees shall be advisory !nless empo$ered by the board to act on its behalf. E ec!tive Committee. The e ec!tive committee shall consist of the fo!r officers and all standing committee chairs. The e ec!tive committee has the a!thority to ma0e staffing decisions.

$hich the meeting is called may be cond!cted. d. The board of directors or the e ec!tive committee may call an emergency meeting provided all members of the gro!p receive notice at least 7. ho!rs in advance. Only that b!siness for $hich the meeting is called shall be cond!cted. e. A C!or!m for the board of directors is a ma"ority of the c!rrent directors entitled to vote. .. Committees a. The corporationDs committees shall meet at the reC!est of the president or the committee chair and shall adopt s!ch r!les for the cond!ct of b!siness as reC!ired by the corporation board of directors and as are appropriate and consistent $ith these byla$s, the articles of incorporation and local, state and federal la$s. b. A C!or!m for committees is a ma"ority of the c!rrent committee members entitled to vote. Se$tion C( ,oting +. Each member of the corporation, board of directors, or committee shall be entitled to cast one vote on any motion before said gro!p !nless other$ise provided in these byla$s. Abstentions shall co!nt as a vote. The n!mber of abstentions shall be recorded in the min!tes of the gro!p. @oting by pro y shall not be allo$ed. @oting by mail, electronic device, or telephone is allo$ed !nder proced!res established by the board of directors. E cept as other$ise provided in these byla$s, a motion shall be passed by an affirmative vote of a ma"ority of those members entitled to vote at a meeting $here a C!or!m has been established.

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Se$tion B( Meeting) +. 4eeting notice. 4embers of a gro!p shall be given notice of all meetings of said gro!p at least seven (A) days prior to the meeting, e cept as other$ise provided in these byla$s. 7. Beneral 4embership. a. A meeting of the corporation membership shall be held ann!ally. The p!rpose of the meeting $ill be ratification of the directors elected by designated geographical areas to the board of directors? the ann!al report of the board to the membership? and s!ch other b!siness as may properly come before the corporation membership. b. Special meeting of the membership may be called by the board or !pon $ritten reC!est of one1fo!rth of the corporation membership. Only that b!siness for $hich the meeting is called may be cond!cted. c. A C!or!m $ill be those members present and eligible to vote at any ann!al or special meeting of the membership.

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,. 9oard of ;irectors. a. The board of directors shall hold meetings at least C!arterly each fiscal year to cond!ct its b!siness. b. The ann!al meeting of the board of directors $ill be held for the p!rpose of electing corporation officers and cond!cting corporation b!siness. The ann!al board meeting may be considered one of the reC!ired C!arterly b!siness meetings. c. Special meetings of the board of directors may be called. Only that b!siness for

Se$tion D( Mem*er)+ip" Con-eren$e and Training .ee) +. Changes in the amo!nt of the ann!al membership fees shall be recommended by the board of directors and approved by a vote of the membership. 7. The board shall establish all other fees and the proced!res for payment in order to ens!re the fiscal integrity of the corporation. ,. OregonETA regions2chapters may reC!est a partial rebate of local membersD OregonETA

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d!es to f!rther local OregonETA activities. The board shall establish the rebate amo!nt and approve rebate reC!ests. Se$tion E( .i)$a% Year The fiscal year of the corporation shall be 6!ly + thro!gh 6!ne ,*. Se$tion .( Aut+ori'ation The board of directors may a!thorize any officer or officers, agent or agents of the corporation, to enter into any contract or e ec!te and deliver any instr!ment in the name of, and on behalf of, the corporation. S!ch a!thority may be general or confined to specific instances. Se$tion G( Signature) All chec0s, drafts and other orders for payment of f!nds $ill be signed by s!ch officers or s!ch persons as designated ann!ally by the board of directors. All doc!ments over E&**.** $ill reC!ire t$o s!ch signat!res, at least one of $hich m!st be a member of the board of directors.

any s!it, damage, claim, "!dgment or liability arising o!t of or asserted to arise o!t of cond!ct of s!ch person in his or her capacity as a director, officer or employee, e cept in cases involving $illf!l miscond!ct. The corporation $ill have the po$er to p!rchase or proc!re ins!rance for s!ch p!rposes. Arti$%e I2& Di))o%ution The corporation may be dissolved by t$o1thirds (72,) vote of both the board of directors eligible to vote and of the f!ll membership of the corporation eligible to vote. All members shall be notified of any motion to dissolve the corporation personally or by mail at least seven (A) days prior to the vote. Fpon dissol!tion of the corporation and after payment or provision for payment of all the liabilities of the corporation, the board of directors shall dispose of all assets of the corporation e cl!sively for the p!rposes of the corporation or to organizations that are then C!alified as ta 1 e empt !nder section &*+(c) (,) of the #nternal 'even!e Code. Any assets not so disposed of shall be disposed of by a co!rt of "!risdiction in the co!nty in $hich the principal office of the corporation is located.

Arti$%e ,II& Amendment) To B0%a1)

Se$tion A( 4embers, individ!ally or together, may propose one or more amendments to these byla$s. >roposed amendments shall be s!bmitted in $riting to the byla$s committee for revie$ and recommendation to the corporation board of directors. Se$tion B( Amendments shall be approved for referral to the membership !pon a t$o1thirds affirmative vote of the board members present and eligible to vote provided a C!or!m has been established. Se$tion C( The membership shall receive notice of board approved amendments at least 7* days before the membership vote. Se$tion D( @oting to amend byla$s shall either be in the ann!al meeting of the membership or by mail, incl!ding electronic mail, as determined by the corporation board of directors. Se$tion E( #f the vote is ta0en at the ann!al meeting of the membership, an affirmative vote of the ma"ority of the membership present and entitled to vote is reC!ired to adopt amendments. #f the vote is ta0en by mail, incl!ding electronic mail, an affirmative vote of the ma"ority of the voting members is reC!ired to adopt amendments. The board of directors shall establish the proced!re for co!nting the votes and presenting the res!lts to the members. Arti$%e ,III& Indemni-i$ation The corporation shall indemnify and hold harmless any director, officer or employee from

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