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 is organized as a consortium of federal, state, county, city, special district, non-profit, business and citizens as hereinafter set forth. 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 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 over a ten year timeline. 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 through GIS and other means;
• Assistance to community partners in undertaking their CCMP implementation efforts; and
• Education and outreach to promote a stewardship ethic among community members and visitors.

ARTICLE II - NONMEMBERSHIP

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

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:

• Establish the overall direction and policies for the Partnership consistent with the purpose and objectives of the Partnership.
• Select and establish direction for the work of the Executive Director.
• Provide an annual performance review for the Executive Director. (The Executive Director shall manage Partnership staff and prepare their annual performance review and evaluation.)
• Authorize payment of reasonable compensation for services and expenses as referred to in the TEP Fiscal Policies and Procedures.
• Approve and ensure implementation of recommended Partnership plans, Annual Work Plan and budget, and revisions thereto.
• 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 eleven (11) and a maximum of twenty (20). Unless otherwise specified, the Board is comprised of one (1) person representing each of the following:

• (1) Oregon Governor’s Natural Resources Office
• (2) Oregon Department of Environmental Quality
• (3) Oregon Department of Fish & Wildlife
• (4) Economic Development Council of Tillamook County
• (5) Tillamook County Ports
• (6) Tillamook County Soil & Water Conservation District
• (7) Two representatives of the Cities of Tillamook County
• (8) See 7.
• (9) K - 14 Education
• (10) Tillamook County Creamery Association
• (11) Tillamook County Flood Control Groups
• (12) Commercial Shellfish Industry
• (13) Marinas and Recreation
• (14) Sport Fishing Industry
• (15) Local or Regional Land Trust
• (16-19) Four citizens (one of whom will be a lawyer)

Section 3 - Alternates

Each Board member shall appoint an alternate. Alternates names shall be submitted to the President.

Section 4 - Election and Term

• Directors and their alternates 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 (or as close as possible) the Directors shall expire.
• A Director may be reelected without limitation on the number of terms served.
• If a Director or its alternate misses three consecutive meetings, the Board President shall request that the member organization designate a new delegate to the Board. If an appointed delegate of the Board leaves their position with the entity they represented at the time of designation, or for some other reason becomes unable or unwilling to serve, the member organization will designate a replacement delegate for the Board.

Section 5 - 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.

Section 6 - Vacancies

Vacancies on the Board and newly-created Board positions 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 7 - 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 8 - 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 and members of the public who have expressed interest in receiving notice. Such notice shall include major topics for discussion or action.
• Executive sessions may be called at the discretion of the President.

Section 9 - 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 10 - 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 11 - 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.
• The agenda shall include a public comment period.

Section 12 - 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 previous 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, alternates, and others on a minutes-list maintained by the Executive Director, 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 13 - 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 14 - Action by Consent

Action by consent is not 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.)

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.

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 ensure compliance with these bylaws.
• The SecretaryTreasurer 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;
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 monthly reports as to the financial condition of the Partnership to the Board; and
8. any other duties as may be prescribed by the Board.

• All officers shall serve on the TEP Executive Committee and undertake duties as described in Article V, Section 7.

ARTICLE V - COMMITTEES

Section 1 - General Provisions

• All stakeholders to implementation of the Comprehensive Conservation and Management Plan are invited to participate on Partnership Committees.
• The Board of Directors may establish committees as it deems necessary and desirable to fulfill the goals of the Partnership.
• All Committee meetings are open to the public. Reasonable public notice of meeting time, location, and list of topics to be considered (as known at the time of the notice) shall be provided to interested persons including the media and individuals on the mailing list.
• Committee meeting minutes shall be taken as defined for the Board under Article III, Section 11.

Section 2 - Finance and Budget Committee

• The function of the Finance Committee is to oversee and approve TEP contracts where required by the TEP Fiscal Policies and Procedures.
• The Finance Committee will meet monthly or as deemed necessary by the Committee Chair.

Section 3 - Development Committee

• The Development Committee 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 Fundraising Committee will meet monthly or as deemed necessary by the Committee Chair.

Section 5 - Education Committee

• The function of the Education Committee 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 6 - Grant Review Committee

• The purpose of the Grant Review Committee 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 monthly or as deemed necessary by the Committee Chair.

Section 7 - Executive Committee

• The Board of Directors may 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; and engaging the full Board of Directors on additional items that the Executive Committee deems necessary for full Board review and/or action.
• 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, Education Committee chair, Development Committee Chair, 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.

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 and Committee members 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.

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.

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. 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 original and amended language must be distributed in written form with the agenda, according to the rules established under Article III Sec 11.
• The amendments must be approved with a two-thirds affirmative vote of the Board.

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.

Appendix A - Tillamook Estuaries Partnership Partners

• Bureau of Land Management
• City of Bay City
• City of Garibaldi
• City of Tillamook
• Commercial Shellfish Industry
• Ducks Unlimited
• Economic Development Council of Tillamook County
• Federal Emergency Management Agency
• National Marine Fisheries Service
• Natural Resource Conservation Service
• Nehalem Bay Watershed Council
• Nestucca Bay Watershed Council
• Northwest Oregon Resource Conservation & Development Council
• Oregon Department of Agriculture
• Oregon Department of Environmental Quality
• Oregon Department of Fish & Wildlife
• Oregon Department of Forestry
• Oregon Department of Land Conservation and Development (Coastal Program)
• Oregon Department of Transportation
• Oregon Division of State Lands
• Oregon Emergency Management
• Oregon State Police
• Oregon State University Extension
• Oregon Water Resources Department
• Oregon Watershed Enhancement Board
• Tillamook Bay Community College
• Tillamook Bay Watershed Council
• Tillamook County Board of Commissioners
• Tillamook County Creamery Association
• Tillamook County Department of Community Development
• Tillamook County Emergency Management
• Tillamook County Flood Control Group
• Tillamook County Health Department
• Tillamook County Ports
• Tillamook County Public Works Department
• Tillamook County Soil and Water Conservation District
• Tillamook County Education Consortium
• Tribal Governments
• Trust for Public Lands
• U.S. Environmental Protection Agency
• US Army Corps of Engineers
• US Coast Guard
• US Fish & Wildlife Service
• US Forest Service
• USDA Farm Service Agency