Pacific Northwest Wilderness Medicine Bylaws
Approved May 5, 2018
ARTICLE I: NAME
The name of this corporation will be Pacific Northwest Wilderness Medicine, sometimes referred to as “PNWM” in this document.
ARTICLE II: PURPOSE
2.1 Mission Statement
We offer wilderness medicine education to inform and inspire healthcare students and providers in the Pacific Northwest.
Pacific Northwest Wilderness Medicine incorporated in 2018 to fulfill the need for advanced wilderness medicine education in the Pacific Northwest. While other organizations offered introductory trainings for laypersons, few courses targeted healthcare providers and none were designed for healthcare students. After hosting the 2nd annual Northwest Wilderness Medicine Conference, the founders identified a regional need for educational opportunities in advanced concepts of wilderness medicine with pricing and structure accessible to health professions students. Pacific Northwest Wilderness Medicine will fill that void by offering instruction and events designed to teach health professions students and providers how to apply their medical training to the field of wilderness medicine.
2.3 Nonprofit purpose
This corporation is organized exclusively for one or more of the purposes including charitable, religious, educational, and/or scientific purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including for such purposes the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.
ARTICLE III: OFFICES
3.1 Principal office
The principal office of PNWM will be 745 SW Gaines Street, Portland, OR 97239. It may be relocated by a decision of the Board of Directors as defined under Article 4.10 below.
3.2 Other offices
Pacific Northwest Wilderness Medicine may also have offices at other locations as designated by the Board of Directors when its business and activities so require. These additional offices will be in places where PNWM is qualified to do business, inside or outside the State of Oregon.
ARTICLE IV: BOARD OF DIRECTORS
4.1 Purpose of the Board
The Board of Directors will be the governing body of PNWM, and will have all the powers, duties, and responsibilities vested in Boards of Directors of nonprofit corporations under Oregon law.
4.3 Qualifications and nominations
Director terms will begin on January 1 and last for 3 years. Directors filling an unanticipated Board vacancy will complete the unfulfilled vacant term until the next calendar date of January 1, at which time their own term will begin. If Directors are re-elected at the end of their terms, there are no limitations on serving consecutive terms.
A Director may be removed from the Board by consensus of the entire Board except the Director in question. As used here and elsewhere in these Bylaws, “consensus” refers to a unanimous agreement of the Board of Directors, not just the quorum at a Board meeting. Cause for removal includes but is not limited to:
Directors will serve without compensation, except that they may be reimbursed for actual and necessary expenses incurred in attending Board meetings.
4.8 Powers and duties
Subject to the provisions of Oregon law and any limitations in the Articles of Incorporation, the Board of Directors will manage these Bylaws and the affairs of PNWM. The Board will develop policies and ensure that they are carried out by the organization, review plans for organizational activities, approve budget expenditures, and take any other actions necessary to realize PNWM’s mission. The Board of Directors will perform all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws.
Unless stated otherwise in these Bylaws, acts and decisions of the Board are made when:
A quorum is defined as 2/3 of the Directors. Reasonable attempts must be made to solicit the input of all Directors on matters under consideration. In minor matters requiring immediate action, consensus of the President, Vice-President, Secretary, and Treasurer will be sufficient for a provisional decision that must later be reviewed by the full Board. If a provisional decision is not supported by a decision of the full Board, management of the situation will be determined by a decision of the Board at the meeting where the provisional decision is reviewed.
4.11 Non-liability and indemnification
4.12 Conflicts of interest
ARTICLE V: OFFICERS OF THE BOARD
The President is responsible for the overall supervision and direction of PNWM’s operations, Board, and strategic planning. The President’s responsibilities will include but may not be limited to:
The President may delegate some or all of these tasks as appropriate but is ultimately responsible for their completion.
The Vice-President should help fulfill the President’s responsibilities and must temporarily assume the role of President in the case of the President’s unexpected death, absence, or inability to act. If necessary, the Vice-President must fulfill the role of President until the Secretary facilitates an election for a new President. The Vice-President should also assist other Officers with their responsibilities.
The Secretary will be responsible for maintaining PNWM records and facilitating Board elections. The Secretary’s responsibilities will include but may not be limited to:
The Secretary may delegate some or all of these tasks as appropriate but is ultimately responsible for their completion.
The Treasurer will be responsible for budgeting, making payments, maintaining financial records, and interacting with financial and tax institutions on behalf of PNWM. The Treasurer’s responsibilities include but may not be limited to:
The Treasurer may delegate some or all of these tasks as appropriate but is ultimately responsible for their completion.
5.5 Election of Board Officers
Directors may nominate themselves or other Directors for Officer positions. Elections for Officer positions will be held in anticipation of an Officer’s term ending, or as soon as possible after an unexpected vacancy arises. Each Director not nominated for a position under consideration may cast one vote and the Director receiving the most votes will be granted the position. In case of a tie, the current President will cast the deciding vote unless the President is a nominee for the position, in which case the current Vice-President, Secretary, and Treasurer will each cast one vote to decide the winner. Votes may be cast during a meeting or via written or email communication, and all Directors must be given the opportunity to vote.
Officer terms will begin on January 1 and last for 2 years. Directors filling an unanticipated Officer position vacancy will complete the unfulfilled vacant term until the next calendar date of January 1, at which time their own term will begin. Officers may serve in the same position for two consecutive terms provided they are re-elected, after which they must take a 1-year hiatus from that position before being re-elected.
ARTICLE VI: CORPORATE RECORDS
6.1 Maintenance of corporate records
Pacific Northwest Wilderness Medicine will keep at its principal office or in a digital repository:
ARTICLE VII: IRS/IRC 501(c)(3) TAX EXEMPTION PROVISIONS
7.1 Limitation on Activities
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and this corporation shall not participate in, or intervene in, any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation to which contributions are deductible under Section 170(c)(2) of the Internal Revenue Code.
7.2 Prohibition against private inurement
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, Directors, trustees, Officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
7.3 Distribution of assets
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of Oregon law.
ARTICLE IIX: AMENDMENT OF BYLAWS
Any of the Articles in these Bylaws may be altered, amended, or repealed without voiding the other Articles. Alteration, amendment, or repeal of an Article requires consensus of the entire Board of Directors.
ARTICLE IX: CONSTRUCTION AND TERMS
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern. Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding. All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
ARTICLE X: CALENDAR DEFINITIONS
10.1 Fiscal Year
The fiscal year begins January 1.
10.2 Term and Calendar Year
Office terms and calendar year begin January 1 unless otherwise described in this document.