OREGON COMPUTER CONSULTANTS ASSOCIATION

(OCCA)

BYLAWS

(With amendments through June 2008)

 

Article 1 - The Association

Section 1: Name

The name of this association is The Oregon Computer Consultants Association, a Not-For-Profit Corporation, and the name may be abbreviated as The OCCA or OCCA. The corporation may be referred to as the Association or by its abbreviated names in these Bylaws.

Section 2: Compliance with Federal and State Laws and Regulations

The Association shall operate in compliance with applicable Federal and State Laws and Regulations.

Section 3: Purpose

The OCCA is a not-for-profit association established to provide a structure and forum for independent computer consultants working within the State of Oregon and/or the four counties of SW Washington (Clark, Cowlitz, Lewis and Skamania) to share their knowledge, skills and resources; to promote the highest possible standards of professional and ethical conduct for computer consultants; and to promote the common interests of its Membership.

Section 4: Code of Ethics

The OCCA Code of Ethics shall include: disclosure of vested interests; accurate representation of facts; a commitment to professional competence and ethical behavior; honoring confidentiality of information; and adherence to the law.

 

Article 2 - Membership

Section 1: Class of Members

  1. The OCCA shall have the following Classes of Members:
    • Full
    • Associate
    • Student
    • Honorary
  2. Members may be represented in only one class at any given time.

Section 2: Eligibility

  1. Full Members - Full Membership is open to any business or organization, registered or licensed in accordance with the laws of the State of Oregon or the State of Washington, which provides computer related consulting services to the public for a fee and that actively supports the purposes, goals and objectives of The OCCA.

    A Full Member shall conform with the following requirements:
    • Status - Each Member shall be a legally registered and licensed business or organization.
    • Territory - Members must conduct business in the State of Oregon and/or the four counties of SW Washington  (Clark, Cowlitz, Lewis and Skamania).
    • Independent Computer Consulting - Members must provide computer related consulting services to the public for a fee.
    • Designated Representative - Each Full Member shall be represented by one designated individual, who must be an owner, partner, director or employee of the Member, and whose name shall be on file with the Secretary of The OCCA.
  2. Associate Members - Associate Membership is open to any individuals, businesses or organizations who actively support the purposes, goals and objectives of The OCCA but who do not apply or are not qualified for Full Membership.
  3. Student Members - Student Membership is open to any individual who actively supports the purposes, goals and objectives of The OCCA but who does not apply or is not qualified for Full or Associate Membership and who is a student at a recognized educational institution.
  4. Honorary Members - Honorary Membership is conferred by The Convention or The Board upon individuals, businesses, or organizations who have made significant contributions to the purposed, goals and objectives of The OCCA. An Honorary Membership may be revoked by The Convention at any time.

Section 3: Application

  1. Full Membership
    • The membership application for Full Members shall include statements that:
      • The applicant qualifies for the level of membership being applied for;
      • The applicant is recommended by two Full Members in good standing who have signed the application form.
      • The applicant agrees to have its business name and the name of its designated representative published for membership review in the next regularly scheduled OCCA newsletter; and,
      • The applicant agrees that membership in The OCCA may be denied, suspended or terminated for violations of The OCCA Bylaws or Code of Ethics.
  2. Associate Membership
    • The membership application for Associate Members shall include statements that:
    • The applicant qualifies for the level of membership being applied for; and
    • The applicant agrees that membership in The OCCA may be denied, suspended or terminated for violations of The OCCA Bylaws or Code of Ethics.
    • Application may be made by an Associate Member to upgrade to a Full Membership by meeting all of the requirements as outlined in Section 3, Application 1. Full Membership, of these Bylaws.

Section 4: Approval

  1. The Board will notify the membership of all applications tendered by publishing the name of the company and its designated representative in the next regularly scheduled newsletter.
  2. The Board will accept objections to a membership application in verbal or written form for a period of 30 days after publication of that applicant's company and designated representative's name(s) in the newsletter. All objections or comments must remain confidential within the board and may be issued anonymously to any elected Board Member by any Full or Associate Member of The OCCA in good standing.
  3. An application will be approved or disapproved by a majority of the Board after careful review of any or all objections. At the Board's discretion, approval may be delayed pending further investigation or review of objections received within the 30 day review period. Approval may be delayed by a majority vote of the Board. In all cases, the Board holds the responsibility of expediting all applications to a resolution. During the review process, the applicant my function as an Associate Member.
  4. An applicant denied membership by a vote of the Board may appeal the decision to the Convention at the next regularly scheduled general meeting by notifying the President of that intention no later than the 10th of the month the meeting is to be held. The decision of the Board may be overturned by a 3/4 affirmative vote of a quorum (25% of all Full Members).
  5. Rejected applicants shall wait at least two years before re-applying for membership.

Section 5: Resignation, Termination and Suspension

Effective immediately upon the date of the resignation, suspension or termination, Members who resign or have their Membership suspended or terminated shall no longer be allowed to exercise the Benefits and Privileges of OCCA Membership until such time as their Membership is reinstated.

  • Voluntary Resignation - Members may resign from The OCCA at any time by submitting written notification to The Board.
  • Review, Suspension or Termination - Members alleged to have violated The OCCA Bylaws, Constitution or Policies or any agreement, rule or practice properly adopted by the Association may have their Membership status reviewed for possible suspension or termination. Membership in the Association may be suspended or terminated for cause by resolution of The Board subject to ratification by The Convention.
  • Notification of Review, Suspension and Termination - Written notification of a Review of Membership status, or of Suspension or Termination of Membership must be dispatch by registered mail to the Member's current address of record within forty-eight (48) hours of said action. Notification shall include a statement of the reasons why said action is being taken.

Section 6: Dues

The Convention has the sole authority to establish Membership Dues. The Board shall recommend Dues for approval by The Convention at the Annual Meeting.

 

Article 3 - Privileges and Benefits of Membership

The following is the minimum list of Privileges and Benefits for the various Membership classes. Additional Privileges and Benefits may be assigned from time to time to any class by Resolution of The Convention.

Section 1: Full Members

  • May vote on OCCA resolutions, motions, actions and elections.
  • May run for Office and hold official OCCA positions.
  • May serve on Committees.
  • May be listed in the appropriate sections(s) of any OCCA Directory or Referral Service.
  • May publicize OCCA Membership status in accordance with established guidelines.
  • May attend and participate in all OCCA meetings, workshops, seminars, special events, etc.
  • May receive or purchase all OCCA publications designated for general distribution.
  • May benefit from reduced costs for OCCA services, workshops, publications, etc. in accordance with established policy.
  • May participate in OCCA sponsored benefit programs.

Section 2: Associate Members

May exercise all the benefits of Full Members, with the exception of:

  • Voting (except when acting as a Proxy for a Full Member).
  • Being listed in any OCCA Referral Service.
  • Publicizing their OCCA Membership status.
  • Running for the Office of President.

Section 3: Student Members

May exercise all the benefits of Full Members, with the exception of:

  • Voting (except when acting as a Proxy for a Full Member).
  • Being listed in any OCCA Referral Service.
  • Publicizing their OCCA Membership status.
  • Running for the Office of President.

Section 4: Honorary Members

  • May exercise and receive all the benefits of Associate Members.
  • Are exempt from paying dues.
  • Are Members in perpetuity, unless Membership is rescinded at the direction of The Convention.

 

Article 4 - Organizational Structure

The Organizational Units shall be:

  • The Convention
  • The Board of Directors
  • Elected Officers
  • Committees

Section 1: The Convention

The Convention shall consist of a gathering of the Full Members of The OCCA and/or their proxies.

  1. Authority - The Convention shall have the authority, in accordance with these Bylaws and established policy, to:
    • Alter, amend or repeal the OCCA Bylaws.
    • Elect Officers, Board Members and other appropriate representatives.
    • Recall elected Officers, Board Members and representatives.
    • Approve Budgets and Membership Dues.
    • Adept, ratify or approve Board resolutions, motions or actions.
    • Initiate specific resolutions or actions pertaining to the business and affairs of the Association.
    • Establish Committees or direct The Board to address particular matters.
    • Repeal resolutions or actions of The Board.
    • Dissolve the Association and designate the beneficiary for any remaining Association assets upon dissolution, in accordance with the Articles of Incorporation.
  2. Business Meetings
    • Annual Meeting - The Convention shall hold an Annual Meeting in November.
    • Other Business Meetings - The President, The Board or any ten (10) Full Members (or their authorized proxies) may call a Special Business Meeting of The Convention at any time. Notification of all Full Members shall be made a minimum of ten (10) days prior to such a Meeting.
    • A quorum of The Convention shall consist of 15% or more of the Full Membership (either in person or by proxy).
  3. Voting
    • 2/3 Voting Requirements - Recalls and Authorization of Indebtedness shall require a 2/3 affirmative vote of all votes cast (provided that a quorum is present). Dissolution of the Association shall require a 2/3 affirmative vote of all Full Members. Notification of such votes shall be made to all Full Members a minimum of ten (10) days prior to the holding of said vote.
    • Written Ballot and Roll Call Voting Requirements - The following shall require vote by written ballot or roll call:
      • Changes or Amendments to the Bylaws
      • Election of Officers, Board Members and other representatives
      • Repeals and Recalls
      • Authorization of Indebtedness
      • Dissolution of the Association
    • Other Votes - All other actions shall be conducted according to the parliamentary procedures adopted by the Association.
    • Tabulation - Elections shall be tabulated by the Elections Committee in accordance with established policy.
    • Proxies - Any Full Member may designate anyone of their choosing, except another Full Member, as Proxy; Proxies may represent one and only one Full Member during the term of their Proxy.

      Proxies may exercise all the rights and privileges held by the Full Member they represent for the purposes of participating in Association Business Meetings during the term of Proxy. Written notification of the designated Proxy shall be provided to the Secretary prior to participation in Meeting. Unless otherwise stated, proxy authorization shall be in effect for thirty (30) days following submittal to the Secretary.

Section 2: The Board of Directors

The Board of Directors shall consist of the President, Four, Six or Eight other duly elected Board Members and the Immediate Past President, who shall be an automatic appointee. The number of Board Members may be fixed by Resolution of The Convention from time to time except that sitting Board Members shall be allowed to complete their unexpired terms. In the absence of such a Resolution, there shall be Eight duly elected Board Members. The Board may be regarded as a standing committee of The Convention.

  1. Authority & Duties - The Board shall have the authority and responsibility to manage the business and affairs of the Association, including the following:
    • Accept new Members.
    • Recommend suspension and termination of Members.
    • Prepare annual Budgets
    • Recommend annual Membership Dues
    • Collect and disburse monies in accordance with approved Budgets.
    • Authorize any officer or agent(s) to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association: such authority may be general or be confined to specific instances.
    • Establish Committees and to oversee their charters, responsibilities, business and affairs.
  2. Quorum - A Quorum of The Board shall consist of a majority of its Members.
  3. Meetings
    • The Board shall meet at regular intervals, at least once per quarter and no less than six (6) times per year, the time, date and location of which shall be established by Board resolution.
    • The President or a majority of Board Members may call a Special Meeting of The Board, the time, date and location of which shall be established by a 2/3 vote of The Board; a minimum of three days notice must be given to all Board members prior to the holding of such a meeting (this requirement my be suspended upon a unanimous vote of the Board).
  4. Voting - The Board shall conduct its votes in accordance with the parliamentary procedures that it chooses to adopt. The immediate Past President may not vote on acceptance or denial of applicants for Membership in the OCCA.
  5. Compensation - The members of The Board shall not receive a salary for their services as Board Members. The Board is, however, entitled to reimbursements for expenses incurred in the performance of their duties. Nothing herein is intended to preclude Board Members from serving The OCCA in any other capacity and receiving compensation for such services.

Section 3: Elected Officers

The Convention shall elect Five, Seven, or Nine Board Members. The Immediate Past President shall be automatically appointed to the Board. The newly constituted Board shall elect from itself a Vice President, a Secretary, a Treasurer and a Chair. The President, Secretary and Treasure are excluded from serving as Vice President.

  1. Responsibilities and Duties
    • Chair - The Chair shall conduct Board and Convention Business Meetings in accordance with established Parliamentary Procedures adopted by these respective bodies. In general, the Chair shall perform all duties incident to the office of Chair and such other duties as may be assigned from time to time by The Convention or The Board.
    • President - The President shall be the principal executive officer of the Association and, subject to the Board's supervision, shall supervise and conduct all of the business and affairs of The OCCA. With the Secretary or other officers of The OCCA authorized by The Board, the President may sign certificates for shares of The OCCA, deeds, mortgages, bonds, contracts, or other instruments that The Board has authorized to be executed, except when the signing and execution thereof has been expressly delegated to The Board or by these Bylaws to some other officer or agent of The OCCA or is required by law to be otherwise signed or executed by some other Officer or in some other manner. In the absence of the Chair or in the event of the Chair's death, inability or refusal to act, the President shall perform the duties of the Chair, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chair. In general, the President shall perform all duties incident to the office of President and such other duties as may be assigned from time to time by The Board. Nothing in this section shall preclude the President being elected as Chair.
    • Vice President - In the absence of the President or in the event of the President's death, inability or refusal to act, the Vice President shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as may be assigned from time to time by the President or by The Board.
    • Secretary - The Secretary shall keep the minutes of all Business Meetings and Board meetings and see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. The Secretary shall be the custodian or corporate records and of the seal of The OCCA and shall see that the seal of The OCCA is affixed to all appropriate documents, the execution of which on behalf of the corporation under its seal is duly authorized. The Secretary shall keep a register of the post office address of each member as furnished to the Secretary by each member. The Secretary shall in general perform all duties incident to the office of Secretary and such other duties as may be assigned from time to time by The Board.
    • Treasurer - The Treasurer shall be responsible for keeping the Association's financial records, books, accounts, budgets, etc. and for ensuring that the Association operates and manages its financial affairs in accordance with proper and legal business practices. The Treasurer shall have charge and custody of and be responsible for all funds and securities of The OCCA; receive and give receipts for monies due and payable to The OCCA from any source whatsoever, and deposit all such monies in the name of The OCCA in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws. The Treasure shall in general perform all the duties incident to the office of Treasurer and such other duties as may be assigned from time to time by The Board. If required by The Board or Convention, the Treasurer shall give a bond for the faithful discharge of the Treasurer's duties in such sum and with such surety or sureties as The Board or Convention shall determine.
  2. Vacancies
    • Appointments Any vacancy occurring in an Office or on The Board may be filled by a majority vote of the remaining Board Members, even if less that a quorum, provided that the Appointee meets the qualifications for the appointed office. An Officer or Board Member appointed to fill a vacancy shall serve for the predecessor's unexpired term.
    • Such appointments are subject to ratification by the Full Members at the next Business Meeting.
  3. Term of Office
    • The President, Vice President, Secretary, and Treasurer shall be elected for one year terms of office. Members of the Board of Directors shall be elected for a term of Two years. At the first Meeting of the Board elected in November 1989, they shall be divided into two groups as equally as possible. The seats of the Board Members of the first group shall be vacant at the end of one year and of the second at the end of two years, so that one half may be elected each year.
  4. Qualifications for Office
    • All Officers of The OCCA must be members of The OCCA. The President must be the designated representative of a Full Member and may not serve more than two consecutive terms of office.

Section 4: Committees

Ad hoc Committees may be formed by The Convention, Board or an existing Committee (known as the Creating Body); the purpose, scope, duration and composition of said Committee shall be clearly defined by the Creating Body and this shall be known as the Committee Charter. Committees shall report to their Creating Body.

  1. Purpose - The "Purpose" of a Committee is a statement of the reasons why this Committee was formed and serves as a general guideline for the Committee.
  2. Scope - The "Scope" of a Committee is a statement of the powers and authority, and any limitations thereof, vested in the Committee. No Committee shall have, at any time, any power or authority not vested in its Creating Body. The Creating Body shall always have the right to overturn, revoke or amend the actions of any of its Committees.
  3. Duration - The "Duration" of a Committee is a statement of the period of time during which its charter is valid. A Committee is assumed to exist from the date and time of its Charter unless explicitly stated otherwise. The duration may be finite, perpetual, periodic or any other such designation. Regardless of a Committee's stated duration, a Committee may be dissolved at any time by its Creating Body and is automatically dissolved should its Creating Body be dissolved.
  4. Composition - The "Composition" of a Committee is a statement of the qualifications, if any, of its Chair and members. The number of Committee members need not be fixed. The Composition, however, must include guidelines on how the Chair and membership shall be selected.

 

Article 5 - Elections

Section 1: The Election Committee

The election Committee is unique (by virtue of this Section) and differs from Committees created in Article 4 in that once the results of an election have been declared official by the committee, neither The Board nor The Convention shall have the right to overturn, revoke or amend the results. Nothing in this section shall in any way limit the power or authority of The Convention to recall Officers or Board Members as provided in Article 4.

The Elections Committee Charter:

  1. Purpose - The Elections Committee is an Ad Hoc Committee of The Convention and is charged with the administration of the nominations and elections processes of OCCA Officers and Board Members.
  2. Scope - The Elections Committee is authorized to administer and conduct the nominations and elections processes of the Association in accordance with established policy.
  3. Duration - The Elections Committee shall be created with the appointment of the Elections Committee Chair and shall cease after the election results have been declared official and the Committee's final report has been delivered.
  4. Composition - The Elections Committee shall be chaired by a Full Member. Elections Committee members do not have to be members of The OCCA. Election Committee members cannot run for nor be elected to an Office or Board position during any elections that they administer. The Chair and committee membership shall be appointed by resolution of either The Convention or the Board.

Section 2: Nominations

The Elections Committee shall oversee the Nominations process and shall ensure that all candidates for office comply with the appropriate eligibility criteria. The Elections Committee shall submit a nominations procedure to The Convention for ratification.

Section 3: Elections

  1. Balloting - Elections for Officers and Board Members shall be held once a year and conducted via written ballot.
  2. Tabulation - Tabulation shall be conducted by the Elections Committee.
  3. Results - ​​​​​​​
    • Winner - The candidate receiving the most votes for an office shall be deemed the duly elected Officer.
    • Ties - The Elections Committee shall submit a tie-breaking procedure to The Convention for adoption prior to the election. The Convention must adopt a tie-breaking procedure prior to tabulation of the ballots.

Section 4: Special Elections

Special Elections may be held as required to fill vacant Offices or other positions.

 

Article 6 - Finances and Fiscal Procedures

Section 1: Fiscal Year

The fiscal year of the corporation shall be the calendar year (January 1st through December 31st.)

Section 2: Annual Operating Budget

  1. Proposal - The Board of Directors shall submit a proposal for an operating budget to The Convention at the Annual Meeting.
  2. Adoption - The Convention shall adopt an operating budget at the Annual Meeting.
  3. Operation - The Board shall conduct the business and affairs of The OCCA within the constraints of the Annual Operating Budget.
  4. Changes - The Convention has the sole authority to approve any changes to the Budget.
  5. Reporting and Disclosure - The Treasurer shall prepare reports on the current financial and budgetary conditions of the Association for presentation at Board Meetings and Business Meetings and in accordance with established policy. These Financial Reports shall be made available in written form to the Secretary, Board and Convention.

Section 3: Indebtedness

The Convention has the sole authority to approve indebtedness as provided in these Bylaws. Such authority may be general or may be confined to specific instances.

Section 4: Receipt and Expenditure of Funds

  1. Deposits - All funds of The OCCA not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as The Board may select.
  2. Expenditures - All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of The OCCA shall be sign by such Officer(s) or agent(s) of the Association and in such manner as is from time to time determined by resolution of The Board.

​​​​​​​Section 5: Taxes

The Treasurer shall be responsible for maintaining accurate and legal tax records and for filing the appropriate tax statements, copies of which shall be delivered to the Secretary.

 

Article 7 - Records

The Secretary shall be responsible for collecting, storing and keeping track of the Association's Records.

Section 1: Legal Documents

Legal Documents include items such as Articles of Incorporation, Bylaws, Constitution, Tax Records, litigation records, etc.

Section 2: Policies, Resolutions and Election Results

Policies, Resolution and Election Results include the written records of and ballots cast for adoption of official Association policies and resolutions and for the election of Officers.

Section 3: Meeting Records

Meeting Records include items such as Minutes, audio and video tapes, etc.

Section 4: Reports

Reports include such items as Annual Reports, Officer's Reports, Committee Reports, Special Reports, etc.

Section 5: Membership Records

Membership Records include items such as Applications, Membership surveys, Membership rosters, etc.

Section 6: Archives

Archival materials include items such as OCCA Newsletters, brochures and other such publications, ad copy and published ads, PSA's, press releases, special papers and reports written by Members for or about OCCA business, etc.

Section 7: Miscellanea - Miscellanea include items such as newsletters from other related Associations and organizations, publications, media, etc.
 

 

Article 8 - Indemnification


To the full extent permitted by the Oregon Non-Profit Corporation Act, The OCCA shall indemnify any person who was or is party or is threatened to be made a party to any civil, criminal, administrative or investigative action, suit or proceeding (whether brought by or in the right of The OCCA or otherwise) by reason of the fact that s/he is or was a director or officer of The OCCA, or is or was serving at the request of The OCCA as a director or officer of another corporation, against expenses (including attorneys' fees), judgments, fines and liabilities, reasonably incurred by or imposed upon him/her in connection with or resulting from any claim, action, suit, or proceeding, provided that s/he acted in good faith and in a manner s/he reasonably believed to be in or not opposed to the best interests of The OCCA. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which s/he reasonably believed to be in, or not opposed to, the best interests of The OCCA. The Board may obtain insurance on behalf of any person who is or was a director, officer, employee, or agent against any liability. The Board may, at any time, approve indemnification under the Oregon Non-Profit Corporation Act, of any other person which The OCCA has the power to indemnify. The indemnification provided by this section shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law or by contract.

 

Article 9 - Amendments

These Bylaws may be altered, amended or repealed and new Bylaws adopted only upon a two-thirds (2/3) affirmative vote of all votes cast (provided that a quorum is present) at a Business Meeting. Notification of such a vote shall be made to all Full Members a minimum of ten (10) days prior to the holding of said vote.

 

Article 10 - Charter Members

All Members as of the adoption of these Bylaws, who, in accordance with the Membership criteria and qualifications described in Article 2, renew their Membership within thirty (30) days of the adoption of these Bylaws shall be known as Charter Members.

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