Rainbow Youth, Inc.
Salem, Oregon

Article I: Name
The name for the corporation shall be Rainbow Youth, Inc.

Article II: Mission Statement
The mission of Rainbow Youth is to serve the needs of gay, lesbian, bisexual and transgender (GLBT) youth in the Marion and Polk counties.

Article III: Mailing Address
The corporation shall maintain, in the State of Oregon, a mailing address. The Board of Directors may, at any time, change the mailing address. The corporation may maintain an office. The corporation may conduct meetings at other locations at the discretion of the Board of Directors. The current mailing address is:

P.O. Box 5644 Salem, OR 97304.

Article IV: Purpose
The corporation shall be organized, for public benefit, to provide a safe environment for GLBT youth, questioning youth and their allies. Rainbow Youth shall be open to people of all sexual orientations, genders, gender identities, races, ethnic groups, national origins, religions, creeds and socio-economic conditions. Sponsored activities to meet the goals of the corporation may include: support groups, public meetings, workshops, gatherings, educational programs and social events. All activities are subject to oversight and approval by the Board of Directors. 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, organized under Chapter 65 of the Oregon Revised Statutes (1999), and Section 501(c)(3) of the Internal Revenue Code of 1954 (with subsequent amendments).

ARTICLE V: Board of Directors
Section 1. Duties. This corporation shall have no voting members. Its Board of Directors shall manage the affairs of the corporation.

Section 2. Number. The Board shall consist of no less than three (3), or more than eleven (11) members, with the exact number set by resolution of the Board. The Board receives no compensation other than reasonable expenses with approval of the Board. Two Board positions shall be reserved for youth between ages thirteen (13) and twenty (20).

Section 3. Board Membership. Membership in the Board of Directors at the time of bylaw ratification is retained. The Board reserves the right to appoint new members to the Board of Directors at any time upon a majority vote.

Section 4. Term. The term of office for Board members shall be one (1) year. A Board member may be re-elected without limitation on the number of terms s/he may serve.

Section 5. Removal. All Board members are subject to removal, with or without cause at a meeting called for that purpose, by an affirmative vote of 2/3rds of the total Board members.

Section 6. Vacancies. Vacancies on the Board of Directors and newly created Board positions shall be filled by a majority vote of the number of Board members present at a duly called meeting.

Section 7. Quorum and Voting. A quorum at a Board Meeting shall be the majority of the number of Board members in office immediately before the meeting begins. If quorum is present, action shall be taken by the affirmative vote of a majority of the directors (Board members) present. Each Board member may vote. The Lead Facilitator and co-facilitator(s) may advise and participate in discussion, but may not cast a vote. Where the State law requires the affirmative vote of a majority of directors in office to amend Articles of Incorporation, to sell assets, to merge, or to dissolve, such action is to be taken by that majority required by law.

Section 8. Regular Meetings. Monthly Board Meetings are held at the First United Methodist Church, Micah Building 600 State St. Salem, OR. Any change of date or location shall be announced via e-mail in advance. Meetings shall be held in accordance with Robert’s Rules of Order (revised). The first meeting after the close of the fiscal year will be considered the Annual Meeting.

Section 9. Special Meeting. Special meetings of the Board may be called by the Chairperson, or an affirmative vote of at least one third of the Board membership. Notice of Special Meetings, describing the date, time, place and purpose of the meeting, must be delivered either by telephone or email not less than five (5) calendar days prior to meeting.

Section 10. Fiscal year of this corporation shall be from July 1st to June 30th, unless changed by the Board of Directors at a regularly scheduled meeting.

Section 11. Officers and Duties. There shall be three (3) officers of the Board consisting of a Chairperson, Vice-chairperson, and a Secretary-Treasurer. Their duties are as follows:

The Chairperson shall convene regularly scheduled Board meetings. He/she shall preside at or arrange for other officers to preside at each meeting. The chairperson shall include his/her name on the signature card of any checking account or savings account.

The Vice-Chairperson shall in absence of the chairperson fulfill duties of that office.

The Secretary/Treasurer shall be responsible for: keeping records of Board actions, overseeing the taking of minutes, distributing minutes, sending out meeting announcements and maintaining corporate records. The Secretary/treasurer shall make a report at every board meeting and make financial information available to the Board and to the public. All checks will be issued by the Secretary/Treasurer, as approved by the Board.

Section 12. Resignation and Absences. Resignation from the Board must be in writing and received by the Secretary/Treasurer. Board members shall be dropped for excessive absences from the board. Members and ex-officio members who plan on missing a meeting shall contact the Secretary/Treasurer at least five days prior to the meeting.

Section 13. Finance Committee. The Finance Committee consists of all voting Board Members. The Board must approve the budget, and all expenditures must be within the budget. Annual reports shall be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and must be made available to the Board and the public.

Article VI: Committees

Section 1. The Board may create committees as needed.

Section 2: The three officers shall serve as the Executive Committee. Except for the power to amend the Article of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board, subject to the direction and control of the Board of Directors.

Article VII: Facilitation Staff

Section 1. Staff members shall be appointed by majority vote of the Board. Applications to become facilitation staff are to be made to the Board in writing. Applicants must consent to a criminal background check prior to working with minors. The Board shall interview all prospective facilitation staff. The Staff shall consist of a Lead Facilitator, co-facilitator(s) and others, as required.

Section 2: Staff members are ex-officio, non-voting, members of the Board of Directors.

Section 3: Duties of the Lead Facilitator are as follows:

Chair periodic facilitation planning meetings with co-facilitators.
Attend all Board meetings unless excused.
Share duty of facilitating youth support group meetings and other sanctioned events.

Section 4: Duties of co-facilitators are as follows:
1. Attend facilitation planning meetings chaired by the Lead Facilitator.

2. Attend all Board meetings unless excused.

3. Share duty of facilitating youth support group meetings and other sanctioned events.

Section 5: In exceptional cases or in case of emergency, a Board member may serve as a substitute facilitator.

Section 6: Adult Volunteers and/or guests may attend activities at the discretion of the facilitators responsible for said event.

Article VIII: Amendments

Section 1. These Bylaws may be amended, when necessary, by a two-thirds majority vote of the Board of Directors. Board Members must have seven (7) days notice before actions amending bylaws may be taken.

Article IX: Dissolution

Upon the time of dissolution of the corporation, assets shall be distributed by the Board of Directors, after paying or making provisions for the payment of all debts, obligations, liabilities, costs and expenses of the corporation, for one or more exempt purposes within the meaning of section 501c(3), of the Internal Revenue code, or the corresponding section of any future tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county of which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as such Court shall determine, which are organized and operated exclusively for such purposes.

Approved by the Board of Directors, Rainbow Youth, Inc. on this the 12th day of December 2002.