ORGANIZATION BYLAWS

Recognized by the federal agencies managing the land and water encompassed in Detroit Lake Recreation Area.

ARTICLE I Name and Location

Section 1:
The name of the organization shall be the Federal Lakes Recreation Committee for Detroit Lake (F.L.R.C.D.L.)

Section 2:
Location of organization shall be Detroit, Oregon with a mailing address of:
F.L.R.C.D.L.
P.O. Box 538
Detroit, OR. 97342
and e-mail address of: fedlksrec@yahoo.com

ARTICLE II Purpose and Objectives

Section 1: Federal Lakes Recreation Committee for Detroit Lake was formed to be a community based organization through which those interested in Detroit Lake recreation collaborate with federal, state, county and local agencies to:
Unite a group of people focused on development of resources in the Detroit Lake Recreation Area for the benefit of the recreating public, area businesses, and local citizens.
Assume a leadership role of encouraging, promoting, and protecting year-round recreational opportunities in the Detroit Lake Recreation Area.
Make recreation a higher priority for Detroit Lake.
Advance the Detroit Lake Recreation Area through creativity, innovation, and cooperation.
Identify and cIose the gap between Detroit Lake Recreation needs and services through volunteerism and the acquisition and use of federal, state, local government, and private grants.
Create an environment of success for the Detroit Lake Recreation Area as part of the Federal Lakes Study.

ARTICLE III Membership

Section 1: Eligibility - The members of Federal Lakes Recreation Committee for Detroit Lake shall consist of those individuals, partnerships, firms, agencies, or corporations residing, recreating, or doing business in the area served by this organization who are interested in the purposes and objectives of the organization.

Section 2: Membership application ­

a) Requests to join may be made by getting a form for membership from the Federal Lakes Recreation Committee for Detroit Lake. The form shall be signed by the applicant with their place of residence provided; and their nature of business, position, profession and/or pertinent interest in the organization indicated.

b) Any applicant admitted to membership automatically agrees to adhere to the bylaws, rules and regulations of the Federal Lakes Recreation Committee for Detroit Lake.

c) All applications shall be filed with the Recorder and approved by majority vote of the Board of Directors.

Section 3: Classes of Membership - The Board of Directors of the Federal Lakes Recreation Committee for Detroit Lake shall have the authority to establish and define non-voting categories of membership.

Section 4: Rights of Members ­

a) Any member shall be entitled to cast one- (1) vote: This limitation is intended to avoid excessive control of the organization by any individual; and all disputes about implementation of this limit shall be determined by the Board of Directors, or a committee of at least five members appointed by the Board to resolve such questions.

b) The right of a member to vote; and all of the member's right, title, and interest in and to the organization shall cease on termination of the member's membership.

c) No member shall be entitled to share in the distribution of the organization assets upon the dissolution of the organization.

Section 5: Voting Process ­

a) At every meeting of members, each member of the organization, participating in person, shall be entitled to one (1) vote.

b) The vote for Directors may be by ballot.

c) . Upon the demand of any member present, the vote on any question put before the members in attendance, may be by ballot.

d) All elections shall be had and all questions decided by a majority of the members present in person, unless a greater number is required by statute or within these bylaws.

Section 6: Termination - Membership in the Federal Lakes Recreation Committee for Detroit Lake may be terminated

a) for good cause by affirmative vote of a majority of the total membership of the Board of Directors; when a business ceases to operate in the area served by the organization; when an individual ceases to show an interest in the organization.

b) Any member affected by this provision, may within ten days of receiving notice of cancellation, request a hearing before the Board of Directors to review the decision.

ARTICLE IV Meetings of Members

Section 1: Regular Meetings - Routine quarterly meetings of the general membership of the Federal Lakes Recreation Committee for Detroit Lake are considered desirable to maintain continuity, foster communication as well as stimulate interest; and shall be held at the hour and day designated be the Board of Directors.

Section 2: Annual Meeting - The date of the customary annual meeting in April shall be set by the Board of Directors of the organization. At such meeting, an annual report and chronology of projects shall be put forth to all members in attendance.

Section 3: Special Meetings - Particular meetings may be called by the President or a simple majority of the Board of Directors of the organization.

Section 4: Notice - Announcement of each meeting shall be given to each voting member, not less than five (5) days before the meeting, bye-mail and/or public posting on bulletin boards at the Detroit and Idanha Post Offices and City Halls. [When time and circumstances permit, attempts will be made to place meeting notices in newspapers and other public display areas as well.]

Section 5: Quorum - A majority of the directors, present at annual, special or regular quarterly meeting of the organization, shall be necessary and sufficient to constitute a quorum for the transaction of business at that meeting.

ARTICLE V Organizational Order

Section 1: Function - The affairs of this organization shall be managed by its Board of Directors.

Section 2: Elections - At the annual meeting in April of each year, Directors will be elected by majority vote of the members present.

a) The number of Directors shall be a minimum of five (5).

b) Directors will serve two (2) year terms, with the exception that two of the first slate of directors elected will serve one (1) year terms.

c) A Director may be re-elected without limitation on number of terms they may serve.

Section 3: Positions - There shall be three officers of this organization which are: President, Vice President, and Recorder. These officers shall perform tasks prescribed in these bylaws and by the parliamentary authority adopted by this organization.

Section 4: Specific Duties ­

a1) The President shall preside at all meetings of members and of the Board of Directors. They shall have and exercise general charge and supervision of the affairs of the organization; and shall do and perform 'other -such duties as may be assigned to them by the Board of Directors.

a2) All contracts and other instruments affecting the properties and operations of the Federal Lake Recreation Committee for Detroit Lake shall be signed by the President ­ and countersigned by the Recorder when authorized by proper resolution of the Board of Directors. Authority to sign the aforementioned instruments, in the name of and on behalf of the Federal Lakes Recreation Committee for Detroit Lake may also be delegated to some other suitable officer of the organization and I or a staff Executive Director.

b) The Vice President, at the request of the President, or in the event of their absence or disability, shall perform the duties and possess and exercise the powers of the President; and to the extent authorized by law, the Vice President shall have such other powers as the Board of directors may determine and shall perform other such duties as may be assigned to them by the Board of Directors.

c1)*The Recorder shall be responsible -for keeping records of Board actions, including overseeing the taking of minutes at all Board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that organization records are maintained.

c2)*The Recorder shall make a report at each Board meeting. The Recorder shall also chair the finance committee, assist in the preparation of the budget, help develop fundraising- plans; and make financial information- available to board members and the public.

[* Some of these duties may be assigned to an Executive Director.]

Section 5: Board Quorum - At all meetings of the Board of Directors, a majority of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business; and the act of the majority of the directors present at any meeting at which there is a quorum shall be the act -of the .Board of Directors, except -as may be otherwise specifically provided by statute or by these bylaws.

Section 6: Terms - At its first meeting of each year following the annual meeting, the Board of Directors shall elect officers from the board membership to serve a one year term or until their successors are elected.

a) Officers may be re-elected without limitation on number of terms they may serve.

Section 8: Alternate - A President pro tempore may act as president in the absence of that elected officer.

Section 9: Removal of directors or officers ­

a) Any director or officer may be removed from the office, by the affirmative vote of a majority of members in attendance, at a special meeting called for that purpose at which a quorum is present.

b) This may be for conduct detrimental to the interests of the organization, or for refusal to render reasonable assistance in carrying out its objectives.

c) Any officer or director proposed to be removed shall be entitled to at least 7 days' notice in writing by mail of the meeting at which such removal is to be voted upon; and shall be entitled to appear before and be heard at such meeting.

Section 10: Vacancies - Openings on the Board of Directors, between elections, shall be filled for the remainder of the term by a majority vote of the current Board members.

Section 11: Staffing­

a) The Board of Directors may hire or appoint an Executive Director whose duties shall be assigned and delegated in writing by the Board of Directors. Compensation for Executive Director shall be fixed by the Board of Directors.

b1) The Executive Director shall have day-to-day responsibility for the organization including carrying out the organization's goals and Board policy.

b2) The Executive Director will attend all Board meetings; report on the progress of the organization; answer questions of Board members; and carry out duties dt9scribed in the job description. The Board can designate other duties as necessary.

Section 12: Remuneration of Elected Members - Board members shall not receive any salary or other compensation for their Board services. However, they may receive reimbursement-for expenses incurred in performing Board services.

Section 13: Fiscal Year - The financial cycle of the organization shall commence on January 1st of each year and end on December 31 s1.

ARTICLE VI Committees

Section 1: The Board may create committees as needed, such as, but not limited to public relations, peer education, trustee education, and data collection. Committee chairs must be members in good standing.

ARTICLE VII Indemnification

Section 1: The organization may, by resolution of the Board of Directors, provide for indemnification by the organization of any and all of its directors or former directors against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding, in which they or any of them are made parties, or a party, by reason of having been directors of the organization, except in relation to matters as to which such directors shall be adjudged by such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty into such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.

ARTICLE VIII Amendments

Section 1: By Directors ­

a) The Board of Directors shall have power to make, alter, amend, and repeal the bylaws of the organization by affirmative vote of a majority of the Board; provided, however, that the action is proposed at a regular or special meeting of the Board and adopted at a subsequent regular meeting, except as otherwise provided by law.

b) All bylaws made by the Board of directors may be altered, amended, or repealed by the members.

Section 2: By members ­

a) The bylaws may be altered, amended, or repealed at any regular meeting of the members of the organization by a two-thirds vote of all the members present, provided that notice of the proposed action is submitted to all members bye-mail 30 days prior to such action.

ARTICLE IX Parliamentary Authority

Section 1: The proceedings of the organization and its Board of Directors shall be governed by and conducted according to the 9th edition of Robert's Rules of Order, Newly Revised . Departure from this authority shall be allowed if agreed upon by a majority of the current directors present.

Section 2: Upon dissolution of this organization, after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed to a nonprofit fund, foundation, or corporation organized and operated exclusively for the purposes specified in Section 501 (c)3 of the Internal Revenue Code and which has established its tax exempt status under that section.

Passed by a majority vote of the general membership of the Federal Lakes Recreation Committee for Detroit Lake

on this: 17th  day of the month of July in the year 2003 (July 17, 2003)