Portland Relocation Council Bylaws

ARTICLE I -- Name, Purpose

Section 1.  Name.

The name of the organization is Portland Relocation Council.  The authorized abbreviation of the name of the organization is PRC.

Section 2.  Purpose.

The purpose of the Portland Relocation Council is to provide our members with educational and networking opportunities through:

• Industry updates and worldwide trends for domestic and international relocation;
• Charitable community involvement and awareness;
• Best practices, benchmarking and policy development;
• Tax and legal information.

Section 3.  Core Values.

The mission of the Portland Relocation Council is to support and educate the Portland relocation community.

ARTICLE II -- Membership

Section 1.  Eligibility.

Regular membership in the organization shall be two categories, open to all individuals and organizations that meet the eligibility requirements herein and work on-site in relocation offices or have relocation business within the greater Portland area:

• Category I Members are corporations and their company-paid employees who are engaged in the corporation's internal relocation function for purposes of transferring their corporation's employees.
• Category II Members are companies who are directly involved in providing relocation products and/or services to the corporate relocation industry.  Category II memberships shall be allocated between the "primary business activity" categories of service providers listed in Article II, Section 2, Category II.  No individual category shall exceed membership limits set from time to time, as deemed necessary, by the Membership Committee.

Ultimate discretion, with regard to membership application, rests with the Board of Directors in maintaining an equitable balance within the membership to best serve the purpose of the organization as described in Article I, Section 2.  The addition of new "primary business activity" categories of service providers shall be at the discretion of the Board of Directors, upon recommendation by the Membership Committee.

The Membership Committee reserves the right to evaluate any documentation requested to substantiate compliance with eligibility requirements under any category of PRC membership

Section 2. Categories.

Category I:  Corporate memberships shall consist of corporations and their company-paid employee who meets the eligibility criteria described in Section 1.

Category II: Service memberships shall consist of individuals of a company who meet the eligibility criteria described in Section I, whose primary business activity is:

• Real estate company with a Relocation Department/Manager;
• Real estate appraisal company (national, professional; industry designations only);
• Houseold goods carrier;
• Third Party relocation management companies;
• General inspection company;
• Consulting organization who contracts with corporate relocation professionals on issues such as policy analysis; development, administration, or cultural and family concerns;
• Financial institution with a Relocation Department/Manager;
• Interim living resource;
• Destination services;
• Other relocation-related service/product

Section 3. Admission to Membership.

Applications for regular memberships shall be made in writing and forwarded to the Membership Committee Chairperson.  The Membership Committee will evaluate the eligibility for membership at the committee’s next meeting in accordance with the aforementioned categories and criteria.  Membership shall become effective upon acceptance by the Membership Committee.  Membership is subject to annual payment of dues within thirty (30) days of invoice. 

Section 4. Termination of Membership.

Any Member failing to satisfy any financial obligation to the PRC within sixty (60) days of notification shall have its membership, including all rights and privileges thereof, automatically suspended until such obligation is satisfied. The Secretary shall promptly advise each Member whose membership has been suspended of such suspension.

Membership may be revoked by vote of the Board of Directors when a Member: (i) is at least ninety (90) days delinquent in its financial obligation to the PRC; (ii) engages in activities detrimental to the PRC; or (iii) is otherwise ineligible as determined by a majority vote of the Board of Directors after an appropriate hearing.

The Board of Directors shall conduct the hearing and make the necessary determination no later than sixty (60) days after being duly notified of Member’s ineligibility. The Secretary shall promptly advise each Member whose membership has been terminated of such termination. Termination of membership shall not relieve the terminated Member of liability for unpaid dues or other charges accrued prior to the effective date of such termination.  Upon termination of membership, for any reason, the right of the terminated Member to vote (if applicable) and all other rights, privileges and interests of such Member in the PRC shall cease.

The resignation of any Member shall be in writing and become effective upon submission to the Board of Directors.  Any dues paid to date beyond such resignation period will not be refundable.

Section 5. Reinstatement.

Any Member who willingly resigned and left in good standing with the PRC may submit a signed application along with the required dues in order to be reinstated into membership. 

Any Member who was suspended or terminated must submit a written request and file the same with the Secretary (and Board of Directors).  The Board of Directors by the affirmative vote of two-thirds of all the voting members of the Board may reinstate such former Member to membership upon such terms as the Board of Directors may deem appropriate.

Section 6. Transfer of Membership.

Each membership is awarded to the individual.  Any transfer of membership will be determined on a case-by-case basis at the discretion of the Board of Directors.

ARTICLE III -- Meeting of Members

Section 1. Voting Rights.

Each PRC Member in good standing of Corporate & Provider Member companies shall be entitled to one vote on each matter submitted to a vote of the membership.

Each Member has the right to nominate candidates for the Board of Directors.  The Board of Directors shall serve as the elected legislative and governing body charged with directing the affairs of the PRC in behalf of the general membership.

Nominations from the general membership shall be in writing and shall be submitted to the Membership Committee at least fifteen (15) days prior to the annual meeting.  The Membership Committee shall create a list of nominees for each open position and submit the same to the Board of Directors.  The Board of Directors shall review, vote (if more than one Member is presented for an office) and appoint the new Board Members.  Each board member will appoint their replacement at the time of reinstatement.

Section 2. Meeting Schedule.

General Membership meetings shall be held according to a schedule determined each calendar year, with the schedule being distributed to all Members. 

Section 3. Annual Meetings.

An annual meeting of the Members shall be held each year or at such time and such place as the Board of Directors may designate from year to year.

Section 4. Special Meetings.

Special meetings of the Members may be called either by the President, Board of Directors, or by a majority of the Members for any purpose at such time and such place as the Board of Directors may designate.

Section 5. Membership Meetings.

Regular meetings of the membership shall be held two times per year at such time and such place as the Board of Directors may designate.

Section 6. Rights and Limitations.

Attendance and/or participation in any organizational capacity and at any meeting of Members may be limited for Category II Members.  Decisions on full or limited participation shall be at the discretion of the Board of Directors as deemed in the best interest of the organization.

Section 7. Notice of Meeting.

Written or printed notice stating place, date and hour of any meeting of Members shall be delivered to each Member entitled to a vote, not less than ten (10) days before the date of such meeting, by or at the discretion of the President, or the Secretary, or the Officers or persons calling the meeting.  In case of a special meeting or when required by statute or by these Bylaws, the purpose(s) for which the meeting is called shall be stated in the notice.  If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the Member at his/her address as it appears on the records of the Corporation, with postage thereon prepaid. If notice is given by email, then it will be deemed delivered when transmitted.

Section 8. Proxies.

At any meeting of Members, a Member entitled to vote may due so by proxy, executed in writing by said Member.  No proxy shall be valid after nine (9) months from the date of its execution, unless otherwise provided in the proxy.

Section 9. Voting by Mail, Email, On line or Fax.

When it is not expedient to call a meeting of Members, a vote by mail, email, on line or fax on any question on which an expression is deemed necessary may be taken by the President or Secretary with the approval of two other Board Members.  Notice of the result shall be given to all Member companies within thirty (30) days of completion of the vote.

ARTICLE IV - Board of Directors

Section 1. General Powers.

Its Board of Directors shall manage the affairs of the Corporation.  The Board of Directors will be composed of “officers” and “committee chairs.”

Section 2. Board of Directors.

The governing body of the PRC shall be known as the Board of Directors and is authorized to handle all business and policy matters of the council.  The Board of Directors shall consist of not less than 7, or more than 15 Members, with a minimum of two (2) Category I Members and includes all officers and the Committee chairpersons.  Committee chairpersons include the chairpersons of the Membership, Education/Meeting Programs, Bylaws/Structure, Social Responsibility, Website and any other committees deemed necessary by the Board.

Section 3. Election and Term of Office.

The officers of the organization shall be elected by the Board of Directors, from its own Members by mail, email, on line or fax ballot prior to the Annual Meeting.

Each officer shall serve for a term of at least two years with elections to be held every two years.  No more than three members of the Board of Directors shall be allowed to leave the board in any given year.

The offices of President, Vice President, Treasurer, and Secretary and the Chairpersons for Membership, Education/Meeting Programs, Social Responsibility, Bylaws/Structure and Website will be selected from both Category I (Corporate) and Category II (Service) Members. 

All Board Members must be paid Members in good standing.  The Board of Directors may appoint non-voting Board positions and Committees, as it deems necessary.  Additionally, officers may be elected for additional terms or other Board positions.

Section 4. Board Meetings.

Board of Directors meetings shall be held as needed or on a bi-monthly basis at such time and such place as the Board of Directors may designate.  All meetings of the Board of Directors shall be open to all Members of the Corporation. The Board of Directors may, with approval of a majority of a quorum, adjourn a meeting and reconvene to discuss or vote upon personnel matters, litigation in which the Corporation is or may become involved, disciplinary matters, and orders of business of a similar, confidential or sensitive nature.

Section 5. Minutes.

A copy of the written minutes of each meeting of the Board of Directors shall be submitted within five days following a meeting of the Board of Directors.

Section 6. Vacancies.

Any vacancy in the number authorized for the Board of Directors due to death, resignation, removal, disqualification, or otherwise shall be filled by the Board of Directors.  A Member appointed to fill a vacancy shall serve for the remaining portion of the term of his/her predecessor as outlined in Article 4, Section 3.

Section 7. Compensation.

Board Members as such shall not receive any stated salaries for their services.  However, when authorized, Board Members may be reimbursed for actual Preapproved-approved expenses incurred in the performance of their assigned duties when substantiated by either a memorandum or a receipt for the expense incurred.  Nothing herein contained shall be construed to preclude any Board Member from serving the Corporation in any other capacity and receiving compensation therefore.

Section 8. Quorum.

A quorum is defined as two-thirds of all Board Members. If a quorum is not present at any meeting, the meeting may be adjourned or voting on a scheduled matter may be canceled at the discretion of the President.

Section 9. Indemnification.

The Corporation shall indemnify any and all of its Directors or officers, or former Directors or officers, employees, agents and consultants 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 or officers, or a Director or officer, or employees, agents, and consultants, of the Corporation.  An exception to indemnification will be in relation to matters in which the Director or officer or former Director or officer (or employee, agent or consultant) shall be adjudged in such action, suit or proceeding to be liable for neglect or misconduct in the performance of duties.  Such indemnification shall not be deemed exclusive to any other rights to which those indemnified may be otherwise entitled. 

ARTICLE V - Officers & Duties

Section 1. Officers.

Officers of the organization shall consist of a President, a Vice President, a Secretary, and a Treasurer.  No two offices may be held at the same time by the same person.  All officers will participate in the annual audit of the corporation, as needed.

Section 2. President.

The President shall be the principal executive officer of the organization and shall in general manage, direct and control the activities and business affairs of the organization.  He or she shall preside at all meetings of the Members.  The President may sign with the Secretary or any other proper office of the organization any contracts, leases, or other instruments with which the Board of Directors has authorized to be executed.  The president has final review and approval of all communications and is responsible to transition newly elected officers.

Section 3. Vice President.

In the absence or disability of the President, or in the event of his/her inability or refusal to act, the Vice President shall perform the duties of the President and when so acting shall have all powers of the President and be subject to the same restrictions. The Vice President creates and mails questionnaires for determining interest in meeting topics.  Additionally, the Vice President will act as program chair for the regular meetings and may delegate or call for sharing of these responsibilities from time to time.  Furthermore, the Vice President shall serve as Committee Chair Administrator responsible for coordinating with the various PRC Committee Chairs and facilitating their actions to achieve the Board’s desired results.”  

Section 4. Treasurer.

The Treasurer shall be in charge of the organization's funds and records, presiding over meetings in the absence of the President and Vice President. Duties shall include collection of all Member dues and assessments, as well as tracking Member and guest attendance at all functions. The Treasurer will also ensure the establishment and supervision of proper accounting procedures for the organization. Said officer will be entrusted with the oversight of all funds in a financial institution which has been approved by the Board of Directors. The Treasurer's office will report on the financial condition of the organization at all meetings or when called upon by the President. The Treasurer will also have the responsibility of preparing or outsourcing any and all tax filings required of the organization. Last, at the expiration of the Treasurer's term, the current officer shall provide the organization's future Treasurer with all PRC books, moneys and property held in behalf of the organization.

Section 5. Secretary.

As Secretary of the organization, he/she shall be responsible for the proper and legal distribution of notices to Members; shall compile meeting minutes; shall see that accurate records are kept on all meetings; and shall in general perform all duties incident to the office of the Secretary.  The Secretary will oversee communications to ERC and other regional relocation groups and will also monitor CRP credits.  Secretary oversees communications and is the public relations manager of the corporation, promoting a positive image through board approved media sources. 

Section 6. Resignation.

An officer may resign at any time by giving written or verbal notice to the President or the Secretary.  A resignation shall take effect on the date of receipt of the notice or at any later date specified therein. Unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

Section 7. Removal.

Any officer may be removed from office by the Board of Directors with cause, but only at a special meeting duly called for that purpose with at least seventy-two (72) hours notice and with the opportunity to address the Board of Directors at such meeting having been given to the affected officer.

ARTICLE VI -- Fiscal and Elective Year

Section 1.  Fiscal and Elective Year.

The fiscal and elective year of the organization shall run from January 1 through December 31 of each year.

ARTICLE VII -- Committees

Section 1. Appointment.

The President shall coordinate selection of Member representatives for committees as deemed necessary by the Board of Directors to accomplish annual goals.  No committees shall act on behalf of the Board of Directors unless specifically authorized to do so.

Section 2. Membership Committee

Section 3. Education/Meeting Program Committee.

This committee will plan and coordinate educational topics to be presented in conjunction with regularly scheduled Member meetings.

Section 4. Social Responsibility Committee.

This committee will plan and coordinate community events and/or sponsorships to favorably represent the PRC as a socially responsible corporation and to contribute to improving the social consciousness of the Pacific Northwest region.

Section 5. Website Committee.

ARTICLE VIII -- Dues

Section 1. Annual Dues.

Annual membership dues of the Council shall be payable in advance of each fiscal year or before becoming a Member of good-standing to the Council Treasurer.  The amount of dues shall be established by the Board of Directors to cover reasonable expenses of the organization while maintaining the organization's financial stability.

Dues must be paid in full within thirty (30) days of receipt of notice.  Failure to meet the payment deadline will require re-application and acceptance into the PRC. 

ARTICLE IX -- Books and Records

Section 1. Books and Records.

The Corporation shall keep correct and complete books and records of account, which will be the direct duty of the Treasurer.  The Secretary shall keep minutes of the proceedings of its Board of Directors.  The Secretary and/or Membership Chairperson shall keep a record giving the names and contact information of the Members entitled to vote.  All books and records of the Corporation may be inspected by any Member, or his/her agent or attorney, for any proper purpose at any reasonable time.

ARTICLE X - Contracts, Checks, Deposits, Funds, & Gifts

Section 1. Contracts.

The Board of Directors may authorize any Board Member of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or may be confined to specific instances.

Section 2. Checks, Drafts, and Funds.

All checks, drafts, or other orders for the payment of money shall be signed by the appropriate officer of the organization as determined by resolution of the Board of Directors.

Section 3. Deposits.

All funds of the organization shall be deposited in a timely manner to the credit of the organization in such banks as the Board of Directors may select.

Section 4. Gifts.

The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for any purpose of the Corporation.

ARTICLE XI -- Amendments to Bylaws

Section 1. Procedure.

These Bylaws may be altered, amended, or repealed, and/or new Bylaws may be adopted by a majority of the Category I & II Members who are present and vote on the issue.  Written notice shall be provided to all Member companies at least seven (7) days prior to a vote affecting the Bylaws.

Section 2. Notice.

When any amendments of the Bylaws have been made, copies of these amendments, or a complete revised copy of the Bylaws as amended, shall be available within sixty (60) days to all Category I and Category II Member representatives. Any approved changes to the Bylaws will be posted on the PRC website.

ARTICLE XII - Rules of Order

Section 1. Robert’s Rules of Order.

Robert’s Rules of Order, latest edition, shall be recognized as the authority governing the meetings of the Organization and Committees in all instances wherein its provisions do not conflict with the bylaws.

ARTICLE XIII - Miscellaneous

Section 1. Policy on Non-Solicitation.

The Portland Relocation Council shall be formed to provide Relocation Professionals with a forum for exploring the issues and problems associated with the process of relocating employees.  The PRC shall choose to open membership to those companies providing services that support the relocation process.  The membership feels that input from the service Members is of value in shaping better responses to the challenges service members face.  In return, service members shall be in a position to learn first hand whether or not their products and services are meeting the needs of the industry.

In order to assure that the forum created will always remain open and free from bias, the PRC shall adopt a single caveat.  Namely, service members are prohibited from soliciting business in any fashion at PRC functions.

Section 2. Authority.

No individual Member of the Corporation shall be deemed to have any authority to speak on behalf of the Corporation or to endorse, support, oppose or make any comment of any kind whatsoever with respect to any legislative or administrative action or any judicial action on behalf of the Corporation unless such individual has been expressly authorized to do so by the Board of Directors. 

Section 3. Communication Vehicles.

Reference throughout the bylaws is made to written documentation, documents received in writing, or printed documentation.  For the purposes of the bylaws, the definition of written documents or documents received in writing shall be any communication sent or received via mail, email, website posting, fax, or mail.  Additionally, documents may be sent or received in person.

As President of the Portland Relocation Council, a corporation in the State of Oregon, I hereby certify:

The foregoing Bylaws, comprising pages, are adopted as the Bylaws of the Portland Relocation Council on, and amended on subsequent dates as stated on the attached addendum.

The Bylaws in effect at present are the same as those adopted on such date by the Portland Relocation Council.

Certified by:  2007 Board President

Approved by:  Portland Relocation Council 2007 Board of Directors