Our Bylaws

Purpose | Nonmembership | Board of Directors | Officers | Advisors & Committees
Task Forces | Corporate Indemnity | Amendments | Miscellaneous Provisions

 

ARTICLE I - PURPOSE


The Tillamook Estuaries Partnership corporation (hereinafter "Partnership") shall be organized and operated exclusively for charitable, scientific, and educational purposes. Subject to the limitations stated in the Articles of Incorporation, the purposes of this corporation shall be to engage in any lawful activities, none of which are for profit, for which corporations may be organized under Chapter 65 of the Oregon Revised Statutes (or its corresponding future provisions) and §501(c) (3) of the Internal Revenue Code (or its corresponding future provisions).


The Partnership's purpose is to coordinate and conduct environmental education, natural resource restoration, and ecological monitoring in Tillamook County, while promoting environmentally-responsible economic, social and energy development. In pursuit of this, the Partnership's foremost goal is to implement the Tillamook Bay National Estuary Project Comprehensive Conservation and Management Plan (CCMP).


The CCMP is the product of a four year process that merged scientific research and public input to develop a scientifically-based, community-supported resource management plan for the Tillamook Bay basin. Over four years in development, the final CCMP establishes 63 actions that stakeholders have agreed to implement. Actions focus on restoring salmonid and other habitats, enhancing and maintaining water quality, and mitigating the frequency and impacts of flooding.


Specific activities undertaken by the Partnership in pursuit of CCMP implementation shall include the following:

  • Further identification and prioritization of ecosystem problems impacting water quality, key habitats, and flooding;
  • Acquisition of funding to implement environmental restoration and enhancement projects;
  • Implementation of monitoring and evaluation programs to assess project effectiveness;
  • Transfer of information to partners;
  • Assistance to community partners in undertaking their CCMP implementation efforts; and
  • Education and outreach to promote a stewardship ethic among community members and visitors.

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ARTICLE II - NONMEMBERSHIP


The Partnership shall have no members, as members are defined by ORS section 65.001(22).

 

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ARTICLE III - BOARD OF DIRECTORS


Section 1 - Duties and Authority


There is hereby established a Board of Directors (hereinafter "Board") to manage the affairs of and provide overall policy guidance for the Partnership. The Board is charged with the following functions:

  1. Establish the overall direction and policies for the Partnership consistent with the purpose and objectives of the Partnership.
  2. Select and establish direction for the work of the Executive Director.
  3. Provide an annual performance review for the Executive Director. (The Executive Director shall manage Partnership staff and prepare their annual performance review and evaluation.)
  4. Authorize payment of reasonable compensation for services and expenses as referred to in the TEP Fiscal Policies and Procedures.
  5. Approve and ensure implementation of recommended Partnership plans, Annual Work Plan and budget, and revisions thereto.
  6. Be responsible for the procurement and administration of federal and private monies secured to fulfill the responsibilities pursuant to the protection and restoration of Tillamook County estuaries. Oversee fund-raising activities and the distribution of monies received.

Section 2 - Number and Qualifications

 

  • The number of Directors may vary between a Minimum of seven (7) and a maximum of nine (9). Directors are selected based on their qualifications and desire to further the mission of the TEP.


Section 3 - Election and Term

 

  • Directors will be elected to the Board by a majority vote of the Directors then on the Board according to the rules established under Article III Section 7 - Quorum and Action.
  • Except for the initial adjustments of shorter terms needed in order to create staggered terms, the term of office for Directors shall be three years. The Board shall make provisions to stagger the terms of Directors so that each year the terms of one third of the Directors shall expire.
  • A Director may be reelected without limitation on the number of terms served.
  • If a Director has three consecutive unexcused absences from noticed board meetings the Board President may declare that position vacant and begin the process established in  Article III Section 5-Vacancies to fill the vacancy.

 

Section 4 - Termination (Resignation and Delinquency)


Any Director may resign from the Board upon written request to the Board President or Vice President. A director may be removed with or without cause by a vote of two-thirds of the directors then in office. The termination procedure is fair and reasonable when either:

 

  1. Not less than 15 days' prior, written notice of expulsion, suspension or termination and the reasons therefore; and
  2. An opportunity for the board member to be heard, orally or in writing, not less than 5 days before the effective date of the expulsion, suspension or termination by a person or persons authorized to decide that the proposed expulsion, termination or suspension not take place; or
  3. It is fair and reasonable taking into consideration all of the relevant facts and circumstances.

Any written notice by mail must be given by first class or certified mail sent to the last address of the member shown on the corporate records.


Any proceeding challenging an expulsion, suspension or termination, including the proceeding in which defective notice is alleged, must be commenced within one year after the effective date of the expulsion, suspension or termination.


A member who has been expelled or suspended, or whose membership has been suspended or terminated, may be liable to the corporation for dues, assessment or fees as a result of obligations incurred by the member prior to expulsion, suspension or termination.


Section 5 - Vacancies


Vacancies on the Board will be filled by a majority vote of the Directors then on the Board according to the rules established under Article III Section 7 - Quorum and Action.


Section 6 - Quorum and Action

 

  • A quorum at a meeting of the Board of Directors shall be a majority of the number in office immediately before the vote begins.
  • The Board shall make decisions on the basis of a majority vote of the quorum present at a meeting, except as otherwise provided by these bylaws.


Section 7 - Regular Meetings

 

  • Regular meetings of the Board of Directors shall be monthly, or less often, as called by the President, at times and places determined by the President. Regular meetings shall require at least 7 days written advance notice to all members of the Board. Such notice shall include major topics for discussion or action.
  • Executive sessions may be called at the discretion of the President.


Section 8 - Special Meetings

 

  • Special meetings may be called at such times and places and may be determined by the President or by two members of the Board. Special meetings shall require a minimum of 24 hour notice, which may be either written or by phone, and shall include major reason or topic of the meeting.
  • The conduct of Board meetings shall be in accordance with these bylaws.


Section 9 - Meeting by Telecommunication


Any regular or special meeting of the Board may be held by telephone, teleconference, or other telecommunications in which all Directors participating may hear each other.


Section 10 - Meeting Agendas

 

  • The agenda for each meeting will be developed by the Executive Director in consultation with the Board President.
  • Directors should submit agenda items to the Executive Director two weeks in advance of the scheduled meeting.
  • The agenda and supporting materials shall be distributed one week prior to the scheduled meeting to each Director and to members of the public or media who have requested them from the Executive Director. Distribution may be via fax, email, or mail.
  • An item not on the agenda shall not be submitted to a vote, except in an emergency, unless two thirds of those present vote to allow consideration.


Section 11 - Meeting Minutes

 

  • Minutes of all meetings will be taken by the Executive Director or designated staff. The minutes will include the following information:
    1. Directors present and members of the public present;
    2. Motions, proposals, and measures proposed and their disposition;
    3. The substance of any discussion on any matter;
    4. Record of actions taken at meeting; and
    5. A reference to any document discussed at the meeting.
  • Meeting minutes will be distributed by email or fax within two weeks following the meeting to the Directors and will be available to the public. Materials distributed at the meeting shall be provided as attachments to the minutes upon request.
  • Corrections to the minutes may be discussed and approved at the next Board meeting.


Section 12 - Salaries and Compensation

 

  • Directors shall not receive salaries for their Board services.
  • No compensation or travel expenses will be paid to Board members from Partnership funds for any expenses incurred in conjunction with normal Board activities. Special provisions can be made for specific circumstances.


Section 13 - Action by Consent


Action by consent is established under these bylaws. (Action by consent is defined as a situation in which a Board action is taken without a meeting if all of the Directors agree to it in writing and it's made part of the record.)

 

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ARTICLE IV - OFFICERS


Section 1 - Titles

  • The officers of the Board shall be the President, Vice President, and Secretary/Treasurer.
  • The Board may elect or appoint other officers as it shall deem necessary and desirable.  They shall hold their offices for such terms and have such authority and perform such duties as shall be determined by the Board.


Section 2 - Election

 

  • Election of officers shall occur by simple majority vote of the Board at the June Board meeting each year, or at such time as designated by the Board. Officers will begin their terms on July 1 of the same year.
  • Terms of office shall be for three years from the date of election. Officers may serve two consecutive terms. Officers of the Board must be a sitting director.


Section 3 - Vacancy


  • A vacancy of one of the Offices established above shall be filled not later than the second regular meeting of the Board of Directors following the vacancy.
  • Vacancies will be filled by a majority vote of the Directors then on the Board according to the rules established under Article III Section 7 - Quorum and Action.


Section 4 - Duties of Officers

  • The President shall be the Partnership's chief officer and will preside over the meetings as the Board Chair. The President shall have any other powers and duties as prescribed by the Board.
  • The Vice President shall serve as President in the absence or incapacity of the President. The Vice President shall review the bylaws annually to determine if any modifications are necessary and ensure board compliance with these bylaws and report their assessment to the board of directors.
  • The Secretary/Treasurer shall have overall responsibility for all record keeping and responsibility for all corporate funds. The Secretary/Treasurer shall perform, or cause to be performed, the following duties: 
    1. official recording of the minutes of all proceedings of the Board's meetings and actions;
    2. provision for notice of all meetings of the Board;
    3. authentication of the records of the Partnership; and
    4. keeping of full and accurate accounts of all financial records of the Partnership;
    5. deposit of all monies and valuable effects in the name and to the credit of the Partnership in such depositories as may be designated by the Board;
    6. disbursement of all funds when proper to do so;
    7. production of reports, should be given monthly, as to the financial condition of the Partnership to the Board; and
    8. any other duties as may be prescribed by the Board.
  • D. All Officers shall serve on the TEP Executive Committee and undertake duties as described in Article V, Section 7.

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ARTICLE V - ADVISORS & COMMITTEES


To assure robust community involvement in the CCMP implementation, an Advisory Committee to the board is established to provide input, advice and council to the board of directors. Advisory Committee members may serve on TEP committees, attend board meeting and bring issues and concerns to the board as provided within the board meeting agenda.

 

Advisory Committee members are appointed by and serve at the pleasure of the TEP board of directors.

  1. United States Environmental Protection Agency
  2. Oregon Governor's Natural Resources Office
  3. Oregon Department of Environmental Quality
  4. Oregon Department of Agriculture
  5. Oregon Department of Fish & Wildlife
  6. Economic Development Council of Tillamook County
  7. Tillamook County Ports
  8. Tillamook County Soil & Water Conservation District
  9. Two representatives of the Cities of Tillamook County
  10. K-14 Education
  11. Tillamook County Creamery Association
  12. Tillamook County Flood Control Groups
  13. Commercial Shellfish Industry
  14. Marinas and Recreation
  15. Sport Fishing Industry
  16. Local or Regional Land Trust
  17. Citizens

 

Section 1 - General Provisions

 

  • All advisory committee members and citizens interested in implementation of the CCMP are invited to participate on Partnership Committees.
  • The Board of Directors may establish committees and task forces made up of directors, advisory committee members and interested citizens as it deems necessary and desirable to fulfill the goals of the organization.
  • Committees shall be chaired by a sitting board of director. Committee meetings are not required to be open to the public. Committee chairs may choose to open committee meetings to the public by providing reasonable public notice of the meeting time, location, and a list of topics to be considered to both those known to be interested and to the media.
  • Committee meeting minutes shall be taken as defined for the Board under Article III, Section 11.

 


Section 2 - Development Committee

 

  • The Development Committee made up of directors, advisory committee members and interested citizens has two priorities: 1) generate funds that support the Partnership and its CCMP implementation activities, and 2) conduct outreach to enhance the image of the Partnership and garner support within the community and among potential funders.
  • The Committee undertakes the following activities:
    • Plan and undertake outreach activities including public presentations, media campaigns, advertising, event sponsorship etc;
    • Identify local, regional, and national sources of funding and develop fundraising strategies;
    • Develop and maintain a Finance Plan to merge and organize outreach and fundraising efforts;
    • Lobby support for and/or request donations from identified sources; and
    • Work with other Committees as needed to ensure financial support for CCMP implementation.
  • The Development Committee will meet monthly or as deemed necessary by the Committee Chair.

Section 3 - Education Committee

 

  • The function of the Education Committee made up of directors, advisory committee members and interested citizens is to undertake activities consistent with its goal of "facilitating a stewardship ethic in citizens of and visitors to Tillamook County."
  • The Committee undertakes the following activities:
    • Develop and maintain a long term plan that describes Partnership's approach to environmental education as well as specific projects;
    • Assist with acquisition of funding for implementation of plan through 320 funds, grant writing, and coordination with the Development Committee;
    • Participate in the implementation of environmental education projects; and
    • Develop a draft workplan and budget for education projects that will be recommended to the Executive Director and Board for inclusion into the Partnership's Annual Workplan.
  • The Education Committee will meet monthly or as deemed necessary by the Committee Chair.


Section 4 - Grant Review Committee

 

  • The purpose of the Grant Review Committee made up of directors, advisory committee members and interested citizens is to assist partners in identifying funding sources and developing grant proposals to finance projects that implement the CCMP. Participation on the Committee is strictly voluntary.
  • The Grant Review Committee will meet quarterly or as deemed necessary by the Committee Chair.


Section 5 - Executive Committee

 

  • The Board of Directors shall establish an Executive Committee to undertake management of the routine business and affairs of the Corporation.
  • Routine business and affairs of the Executive Committee may include, but are not limited to: initiating development of and overseeing the TEP budget; reviewing monthly financial reports; reviewing progress on workplan implementation; reviewing current policies and procedures and recommending changes to Board as needed; reviewing activities of other TEP Committees; acting on urgent, time-sensitive business that arises between regularly scheduled Board meetings.
  • Urgent business considered by the Executive Committee shall be reported to the Board of Directors within 14 business days of the date the Executive Committee considered or took action. Urgent business may include but is not limited to: responding to unanticipated changes in base operations budget, or responding to legislative issues that may impact the corporation's capabilities and resources.
  • The Executive Committee will be comprised of the President, Vice-President, Secretary/Treasurer, and the Executive Director, who will not vote.
  • Decisions carried out by the Executive Committee will be based on a majority vote of all of the voting Directors serving on the Committee. The Executive Committee's decisions will be proposed for ratification at the following regularly scheduled Board meeting.
  • Officers will serve on the Executive Committee according to the terms established under Article IV: Officers.

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ARTICLE VI - TASK FORCES

 

  • The Board shall appoint various task forces for the purpose of implementing and administering defined projects or furthering specific objectives of the Partnership.
  • The membership of each such task force shall consist of the following:
    1. Directors with expertise or special interest in the project.
    2. The Executive Director or a staff person designated by the Executive Director.
    3. Property owners and citizens residing within the watersheds where the Partnership is operating.
    4. Other individuals with expertise or special interest in the project.
  • Task forces shall be discharged by the Board President when their work has been completed and reports accepted, or when, in the opinion of the Board, it is deemed wise to discontinue the task force.

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ARTICLE VII - CORPORATE INDEMNITY

 

  • The Partnership shall indemnify its officers and directors to the fullest extent allowed by Oregon law as defined under ORS sections 65.387 to 65.414.
  • The Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of an individual against liabilities asserted against or incurred by the individual who is or was a director, officer, employee or agent of the corporation.

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ARTICLE VIII - AMENDMENTS TO THE BYLAWS and ARTICLES

 

  • Amendments to the Bylaws and Articles of Incorporation shall be proposed in writing and circulated at least two weeks in advance of any regular meeting or special meeting called for that purpose. The language of the proposed amendments shall accurately reflect the intent of the proposed amendment but may be modified by board deliberation and adopted as modified at that meeting. Notice and language of proposed amendments may be distributed via mail, email, or fax.
  • Notice of amendment proposals must be included on the agenda.
  • The amendments must be approved with a two-thirds affirmative vote of the Board and are effective immediately following the vote. The Bylaws shall be updated to reflect amendments changes within 30 days of the vote.

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ARTICLE IX - MISCELLANEOUS PROVISIONS


Section 1 - Code of Conduct and Conflict of Interest


The Partnership refers Directors to Chapter 65.357-65.361 of the Oregon Revised Statutes as general standards of conduct. Board members shall participate in a decision only if potential conflicts of interest are disclosed.


Section 2 - Media Relationships


Public understanding and support for the Partnership is fundamental to the Partnership's success. Directors shall not formally represent the Partnership without Board authorization. The Partnership office shall serve as the primary media contact. Directors shall coordinate media contacts with the Executive Director.


  • The officers of the Board shall be the President, Vice President, and Secretary/ Treasurer.
  • The Board may elect or appoint other officers as it shall deem necessary and desirable. They shall hold their offices for such terms and have such authority and perform such duties as shall be determined by the Board.
 

The Tillamook Estuaries Partnership, a 501 (c) (3) non-profit organization, is dedicated to the
conservation and restoration of Tillamook County's estuaries and watersheds in their entirety.

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