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BYLAWS

OF

OREGON AND SOUTHWEST WASHINGTON INDUSTRY LIAISON GROUP

(As Amended January 27, 2010)

 

ARTICLE 1

 

Purpose, Role, and Offices of the Oregon and Southwest Washington Industry Liaison Group

 

The purpose of the Oregon and Southwest Washington Industry Liaison Group (“OSWILG”) is to strengthen relationships among federal contractors, the Office of Federal Contract Compliance Programs (OFCCP), and the Equal Employment Opportunity Commission (EEOC) by fostering open communication between the groups. OSWILG will engage in activities consistent with this purpose with the prevailing goal of working towards equal opportunity in the workplace.

 

The principal office of the OSWILG shall be at such place as the Board of Directors (“Board”) may designate.  The OSWILG may have such other offices, either within or without the State of Oregon, as the Board may designate or as the business of the OSWILG may require from time to time.

 

ARTICLE 2

 

Membership

 

Membership classes, the manner of election or appointment of members, the qualifications and rights of each class of members may be established by amendment to the Articles of Incorporation and these Bylaws.

           

2.1              Eligibility. 

(a)        Employers, as well as corporate or legal entities that represent employers, may become “Corporate Members” of the OSWILG.  “Corporate or legal entities that represent employers” may include consulting companies, law firms, employer associations and other entities that desire to participate in the OSWILG on behalf of their employer clients. 

 

(b)        “Individual Members” are not representing a corporate or legal entity as defined in 2.1(a).  Such members must be currently employed or seeking employment in the areas of affirmative action, equal employment opportunity, diversity, or other human resources functions.

 

            (c)        “Members” shall include both Corporate Members and Individual Members unless otherwise specified.

 

(d)        Members shall not use the OSWILG as a vehicle for selling services or products, except to the extent that such Members contribute as official sponsors of, or reserve space or advertise as official exhibitors at, OSWILG events.

 

            (e)        Members must have a place of business or residence in Oregon or Southwest Washington (Clark, Cowlitz, Lewis, Wahkiakum and Skamania counties). 

 

2.2       Representatives.  Corporate Members’ representatives (“Representatives”) who participate in OSWILG meetings on behalf of the Corporate Members’ must be currently employed, or seeking employment in the areas of affirmative action, equal employment opportunity, diversity or human resources, in Oregon or Southwest Washington (Clark, Cowlitz, Lewis, Wahkiakum and Skamania counties). 

 

(a) The Secretary shall maintain a list of names and addresses of Members and their Representatives who wish to participate in OSWILG meetings (“the Membership List”).  If a prospective Member asks to join the OSWILG, the Secretary or President will send a notice via email to the Directors describing the name of the prospective Member, the name of the prospective Representative, and the prospective Representative’s job title.  If no objections are received within seven calendar days of the initial email, the application will be deemed accepted.  If any current Director objects to the addition of a new Member or Representative to the Membership List, however, the Director may ask the Secretary or President to call for a vote on the issue by the Directors.

 

            (b) A Representative who wishes to withdraw from participation in the OSWILG shall notify the OSWILG Secretary. The notice may be verbal.  In the event of the Representative’s  separation of employment, or other inability to continue as Representative, a responsible person employed by the Member may provide this notice.  Upon removing the Representative from the Membership List, the Secretary will notify the Representative and/or responsible person employed by the Member confirming the action.  If the Representative replies that he or she wishes to continue participating in the OSWILG, the Representative may join as an Individual Member, provided the Representative still meets the eligibility requirements described in Article 2.1 (b)

 

            2.3       Voting.  The Members shall not vote to elect the Board of Directors, which shall be elected pursuant to Section 3.3.  Each Corporate Member may send multiple Representatives to participate in OSWILG meetings; however each Member has only one vote.  Each Corporate Member shall determine which one of its Representatives will cast a vote on behalf of the Member.

 

            2.4       Fees.  Members shall pay an annual membership fee, in an amount to be determined by the Board of Directors.  Initially, Corporate Members shall pay an annual membership fee of $90.  Individual Members shall pay an annual membership fee of $50.  Membership Interests may be suspended or terminated in the sole discretion of the Board of Directors for the failure of any Member to timely pay annual membership fees.

 

            2.5       Meetings.  The Annual Meeting of the Members shall be held in the second quarter of each calendar year for the purpose of conducting such business as may properly come before the Members.  In addition to the Annual Meeting, the Members may also conduct regular meetings.  Special Meetings of the Members may be called by any Officer, or by a group consisting of at least twenty percent (20%) of the Members.

 

ARTICLE 3

 

Board of Directors

 

The affairs of the OSWILG shall be managed by a Board of Directors, which shall take such actions as appropriate to further the OSWILG purpose.

 

            3.1       Number.  The Board shall consist of not less than three or more than ten Directors, the specific number to be set by resolution of the Board.  The number of Directors may be changed from time to time by amendment to these Bylaws, provided that no decrease in the number shall have the effect of shortening the term of any incumbent Director.  No more than one Representative from each Member may be a Director.

 

            3.2       Qualifications.  Only Members’ Representatives and Individual Members are eligible to become or remain Directors.  A Director who is removed from the Membership List pursuant to Sections 2.2 and 2.4 is no longer a Director. 

 

            3.3       Election.  The terms of the initial Directors named at the first organizational meeting shall be determined by lot so that one-half of the initial Directors shall have a one-year term and one-half of the initial Directors shall have a two-year term. Successor Directors shall be elected by the Board at the Annual Meeting.

 

            3.4       Term of Office.  Directors shall be elected for staggered, two-year terms.  Each Director shall hold office until the end of his or her term or until a successor shall be elected and qualified. The terms of the initial Board of Directors shall be determined as described in Section 3.3.

           

            3.5       Resignation.  Any Director may resign at any time by notifying the President or the Secretary at the registered office of the OSWILG, or by giving oral or written notice at any meeting of the Directors.  Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

 

            3.6       Removal.  One or more Directors (including the entire Board) may be removed from office, with or without cause, by the affirmative vote of a majority of the Members in the manner provided by these Bylaws.

 

            3.7       Vacancies.  A vacancy in the position of a Director may be filled by the affirmative vote of a majority of the remaining Directors.  A Director who fills a vacancy shall serve for the unexpired term of his or her predecessor in office.

 

            3.8       No Compensation.  The Directors shall receive no compensation for their service as Directors but may receive reimbursement for expenditures incurred on behalf of the OSWILG.  Any expenditure to be compensated must be pre-approved by the Board.

  

ARTICLE 4

 

Meetings of the Board of Directors

 

            4.1       Annual Meeting.  The Annual Meeting of the Board shall be held in the second quarter of each calendar year for the purposes of electing Directors and Officers and transacting such business as may properly come before the meeting.  If the Annual Meeting is not held on the date designated therefore, the Board shall cause the meeting to be held as soon thereafter as may be convenient.

 

            4.2       Regular Meetings.  By resolution, the Board may specify the date, time and place for holding regular meetings without other notices than such resolution.

 

            4.3       Special Meetings.  Special meetings of the Board or any committee designated and appointed by the Board may be called by or at the request of the President or any three Directors, or, in the case of a committee meeting, by the chair of the committee. The person or persons authorized to call special meetings may fix any place either within or without the State of Oregon as the place for holding any special Board meeting or committee called by them.

 

            4.4       Meetings by Telephone.  Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.

 

            4.5       Place of Meetings.  All meetings shall be held at the principal office of the OSWILG or at such other place within or without the State of Oregon designated by the board, by any persons entitled to call a meeting or by a waiver of notice signed by all Directors.

 

            4.6       Notice of Meetings.  Notice of Board or committee meetings shall be given to a Director not less than five days before the meeting.  Such notice may be verbal.

 

            4.7       Manner of Acting.  The act of the majority of the Directors present at a meeting shall be the act of the Board, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation, or applicable Oregon law.

 

            4.8       Presumption of Assent.  A Director of the OSWILG present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention is entered in the minutes of the meeting, or unless such Director files a written dissent or abstention to such action with the person acting as Secretary of the meeting before the adjournment thereof, or forwards such dissent or abstention by e-mail or registered mail to the Secretary of the OSWILG immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a Director who voted in favor of such action.

 

            4.9       Action by Board Without a Meeting.  Any action that could be taken at a meeting of the Board may be taken without a meeting if a majority of the Directors notify the Secretary of their consent to the action. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board meeting.

 

ARTICLE 5

 

Notice

 

            5.1       Form of Notice.  Whenever notice is required to be given under these Bylaws, the Articles of Incorporation, or applicable Oregon law, such notice may be in writing via first class U.S. mail, facsimile (Fax), or e-mail, unless otherwise specified.  Such notices may be delivered or mailed to the Representative of Corporate Members and to Individual Members at his of her last known mailing address, fax number or e-mail address as shown on the Membership List.  If notice is delivered by U.S. mail, the notice shall be deemed effective when deposited in the official government mail properly addressed with postage thereon prepaid.  If notice is delivered by Fax, the notice is deemed effective upon receipt by the receiving telefacsimile machine.  If notice is delivered by e-mail, the notice is deemed effective when it is sent.

 

            5.2       Waiver of Notice.  Notice may be waived by the person(s) entitled to such notice.  Unless otherwise specified, the waiver must be in writing, signed by the person(s) entitled to the notice.  Neither the business to be transacted at, nor the purpose of any meeting, need be specified in the waiver of notice of such meeting.  Attendance at a meeting shall constitute waiver of notice of the meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

 

ARTICLE 6

 

Committees

 

            6.1       Executive Committee.  The Executive Committee shall consist of the officers of the Board, being the President, the Vice-President, the Secretary and the treasurer.  The Executive Committee is authorized to act as necessary on behalf of the Board between Board meetings.

            6.2       Standing or Temporary Committees.  The Board, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more standing or temporary committees, each of which shall consist of one or more Directors.  Such committees may include any number of non-Director Representatives.  Such committees shall have and exercise the authority of the Directors in the management of the OSWILG, subject to such limitation as may be prescribed by the Board and may be applicable by Oregon law, except that no committee shall have the authority to:

 

(a)    amend, alter or repeal these Bylaws;

(b)   elect, appoint or remove any member of any other committee or any Director or Officer of the OSWILG;

(c)    amend the Articles of Incorporation;

(d)   adopt a plan of merger or consolidation with another ILG or other corporation;

(e)    authorize the sale, lease or exchange of all or substantially all of the property and assets of the OSWILG not in the ordinary course of business;

(f)     authorize the voluntary dissolution of the OSWILG or invoke proceedings therefore;

(g)    adopt a plan for the distribution of the assets of the OSWILG; or

(h)    amend, alter, or repeal any resolution of the Board, which by its terms provides that it shall not be amended, altered or repealed by committee.

 

The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board or any individual Director of any responsibility imposed upon it, him or her by law.

 

            6.3       Manner of Acting.  The act of a majority of the members of a committee present at a meeting shall be the act of the committee.

 

            6.4       Resignation.  Any committee member may resign at any time by notifying the President or the Secretary or the chair of such committee, or by giving oral or written notice at any meeting of such committee.  Any such resignation shall take effect at the time specified therein, of if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

 

            6.5       Removal.  The Board, by resolution adopted by a majority of the Directors in office, may remove from office any member of any committee elected or appointed by it.

 

ARTICLE 7

 

Officers

 

            7.1       Officers Enumerated.  The officers of the OSWILG shall be a President, a Vice President, a Secretary, a Treasurer, and up to two National ILG Representatives.  Officers, except for the National ILG Representatives, shall be elected by the Board.  National ILG Representatives are selected through an election process established by the National ILG.  Other Officers and Assistant Officers may be elected or appointed by the Board, such Officers and Assistant Officers to hold office for such a period, have such authority and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board.  Any Officer may be assigned by the Board any additional title that the Board deems appropriate.  The offices of President, Vice-President, Secretary, and Treasurer must be held by four different people, none of whom are employed by the same employer.  All Officers must be Directors of the OSWILG.

 

            7.2       Election and Term of Office.  The Officers of the OSWILG shall be elected for one-year terms by the Board at the Annual Meeting of the Board.  Unless an Officer dies, resigns, or is removed from office, he or she shall hold office until the next Annual Meeting of the Board or until his or her successor is elected, whichever is later.

 

            7.3       Resignation.  Any Officer may resign at any time by notifying the President, the Vice President, the Secretary, or the Board, or by giving oral or written notice at any meeting of the Board.  Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

           

            7.4       Removal.  Any Officer or agent elected, appointed or selected by the Board may be removed by the Board whenever in the Board’s judgment the best interests of the OSWILG would be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the person so removed.

 

            7.5       Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification, creation of a new office, or any other cause may be filled by the Board for the unexpired portion of the term or for a new term established by the Board.

 

            7.6       President.  The President shall be the Chief Executive Officer of the OSWILG, and, subject to the Board’s control, shall supervise and control all of the assets, business, and affairs of the OSWILG.  The President shall preside over the meetings of the Board.  The President may sign deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or these Bylaws to some other Officer or agent of the OSWILG or are required by law to be otherwise signed or executed by some other Officer or is some other manner.  In general, the President shall perform all duties incident to the office of President and such other duties as are assigned to him or her by the Board from time to time.

 

            7.7       Vice President.   In the event of death of the President or his or her inability to act, the Vice President shall perform the duties of the President, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the President.  The Vice President shall have, to the extent authorized by the President or the Board, the same powers as the President to sign deeds, mortgages, bonds, contracts or other instruments.  The Vice President shall perform other duties as from time to time may be assigned to him or her by the President or by the Board.

 

            7.8       Secretary.  The Secretary shall:

 

(a)    keep the minutes of the Board and any minutes which may be maintained by committees of the Board;

(b)    see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;

(c)    be custodian of the corporate records of the OSWILG;

(d)    keep records of the post office and e-mail address of each Member, Representative, Director and Officer;

(e)    sign with the President, or other Officer authorized by the President or the Board, deeds, mortgages, bonds, contracts, or other instruments; and

(f)      in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President of the Board.

 

            7.9       Treasurer.  If requested by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in an amount and with surety and sureties as the Board may determine.  The Treasurer shall have charge and custody of and be responsible for all funds and securities of the OSWILG; receive and give receipts for moneys due and payable to the OSWILG from any source whatsoever, and deposit all such moneys in the name of the OSWILG in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws; and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the chairperson of the Board.

 

            7.10     National ILG Representatives.  The National ILG Representatives, if any, will attend at least two Board meetings of the National ILG per calendar year. The National ILG Representatives, if any, will facilitate communication between the OSWILG and the National ILG.

 

ARTICLE 8

 

Financial Provisions

 

            8.1       Contracts.  The Board may authorize any Officer or Officers, or agent or agents, to enter into any such contract or execute and deliver any instrument in the name of and on behalf of the OSWILG.  Such authority may be general or confined to specific instances.

 

            8.2       Loans.  No loans shall be contracted on behalf of the OSWILG and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board.  Such authority may be general or confined to specific instances.

 

            8.3       Loans or Extensions of Credit to Officers and Directors.  No loans shall be made and no credit shall be extended by the OSWILG to its Officers or Directors.

 

            8.4       Checks, Drafts, and Other Negotiable Instruments.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the OSWILG shall be signed by such Officer or Officers, or agent or agents, of the OSWILG and in such manner as is from time to time determined by the resolution of the Board.

 

            8.5       Deposits.  All funds of the OSWILG not otherwise employed shall be deposited from time to time to the credit of the OSWILG in such banks, trust companies or other depositories as the Board may select.

 

ARTICLE 9

 

General Provisions

 

            9.1       Books and Records.  The OSWILG shall keep at its principal or registered office copies of its current Articles of Incorporation and Bylaws; correct and keep adequate records of accounts and finances, minutes of the proceedings of its Boards and any minutes which may be maintained by committees of the Board; and keep records of the names and post office addresses of its Officers and Directors, and such other records as may be necessary or advisable.

 

            9.2       Corporate Seal.  The OSWILG shall not have a corporate seal.

 

            9.3       Accounting Year.  The accounting year of the OSWILG shall be the twelve months ending December 31.

 

            9.4       Rules of Procedure.  The rules of procedure at meetings of the Board and committees of the Board shall be rules contained in Roberts’ Rules of Order on Parliamentary Procedure, newly revised, so far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation or any resolution of the Board.

 

            9.5       Quorum.  Unless otherwise specified, there shall be no quorum requirement for any meeting of the Members or Directors.

 

            9.6       Voting.  Action on a matter is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless the Articles of Incorporation or Oregon state law require a greater number of affirmative votes.  Unless otherwise provided by the Articles, any action required or permitted to be taken at any meeting may be taken without a meeting if a majority of those entitled to vote approve the action.  The vote must be evidenced by one or more written consents in the form of an email from the person voting, or a written document signed by the voter describing the action taken.  An electronic or paper copy of the email or written document shall be included in the minutes or filed with the corporate records reflecting the action taken.

 

            9.7       Proxies.  A person entitled to vote may vote via proxy.  The person entitled to vote must notify the Secretary or President of the name of the proxy and the extent of the proxy’s authority to act (e.g., on all matters at a particular meeting, on one specific subject at the meeting).

 

            9.8       Titles, Headings and Captions. The titles, headings and captions appearing in these Bylaws are used and intended for convenience of description or reference only, and shall not be construed or interpreted to limit, restrict, or define the scope or effect of any provision.

 

            9.9       Indemnification of Directors and Officers.  OSWILG shall, to the fullest extent permitted by law, indemnify any person who was or is a party or is threatened to be made a party to any action, suit, or proceeding, civil, criminal, administrative or investigative in nature (and whether brought by or in the right of the corporation) by reason of the fact that he or she is or was a Director or Officer of OSWILG or is or was serving at the request of OSWILG as a Director or Officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him or her in connection with such action, suit or proceeding except in matters in which such person shall be adjudged in such action, suit or proceeding to be liable for willful misconduct amounting to bad faith.  The indemnification provided shall not be deemed exclusive of any other rights to which such Director or Officer might be entitled under any Bylaw, agreement, vote of the Board of Directors, insurance purchased by OSWILG, or otherwise.          

 

ARTICLE 10

 

Amendments

 

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any meeting of the Board or by the written consent of the Directors.

 

These Bylaws were adopted by the Incorporator as of August 6, 2003, effective on that date, and were amended by the Board at its Annual Meeting on May 20, 2004 and at the regular meeting of the Board held on August 27, 2004 and January 27, 2010.

 

 

 

______________________________

Secretary

 

 


 

Federal contractors and OFCCP working together towards equality in the workplace.

OSWILG * PO Box 1086 * Sherwood, OR  97140

971.202.2053  oswilg@outlook.com

 


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