Pacific Northwest Wilderness Medicine Bylaws

Approved May 5, 2018

ARTICLE I: NAME

1.1 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.

2.2 Vision

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.

4.2 Composition

  1. The Board of Directors will include no fewer than 3 and no more than 12 people, and will strive for diverse membership. PNWM does not discriminate based on age, race, gender identity, socioeconomic status, or sexual orientation.

  1. One Director position will be reserved for a student from each of the following institutions: Oregon Health & Science University School of Medicine, University of Washington School of Medicine, Washington State University Elson S Floyd College of Medicine, Pacific Northwest University of Health Sciences, and College of Osteopathic Medicine of the Pacific Northwest. To be eligible for a reserved position, a prospective Director must be an enrolled student at the respective institution at the beginning of the calendar year during which they intend to serve on the Board.

4.3 Qualifications and nominations

  1. Any person may serve as a Director if they agree with PNWM’s vision, mission, goals, and Bylaws. An individual may serve PNWM as both a Director and an unpaid volunteer, but may not receive payment from PNWM for their work.

  1. Individuals may nominate themselves or others for Board membership. The Board Secretary must maintain the names, biographical information, and contact information of all individuals nominated for Board membership.

4.4 Elections

  1. The Board Secretary must organize elections to the Board when vacant positions arise or in anticipation of a Director’s term ending. Elections for reserved Director positions defined in Article 4.2b should be held as soon as possible, but elections for other Director positions should only be held when indicated by a decision of the Board. Pacific Northwest Wilderness Medicine will not have a defined membership entitled to vote in Board elections, but the Secretary should make every reasonable effort to contact all Directors and staff members who have served PNWM in the past 3 years, provide them with information on nominees, collect their votes, and inform them of the election results. As used here and elsewhere in these Bylaws, “staff member” refers to both paid employees and unpaid volunteers of PNWM. The Board Secretary must document the details of the election process and make them available to the Board.
  2. Elections should be timed so that results are available by December 15, prior to the beginning of a new term on January 1.
  3. If multiple equivalent Director positions are to be filled, one election will be held and the appropriate number of nominees receiving more votes than the other nominees will be appointed to the Board.

4.5 Terms

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.

4.6 Removal

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:

  1. repeated failure to attend meetings or to fulfill the duties required of Directors, or

  1. violation of these Bylaws, including the conflict of interest policies outlined in Article 4.12, or

  1. acts or omissions which a prudent person could reasonably have foreseen would seriously damage the reputation or interests of PNWM.

4.7 Compensation

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.

4.9 Meetings

  1. At least two meetings must be held per calendar year. Additional meetings may be called by the Board President or by petition of 1/3 of the Directors. One meeting will be designated the annual meeting, and all Directors are strongly encouraged attend this event in person.

  1. The President must schedule meetings, develop agendas, and preside over meetings. Meetings must be announced with reasonable time for Directors to plan attendance and agendas must be distributed in advance.

  1. Directors may attend any meeting remotely via telephone or internet call.

  1. At the discretion of the President, Directors unable to attend a meeting may contribute ideas or votes via writing or email immediately before or after the meeting.

  1. At the discretion of the President, individuals who are not Directors may attend part or all of select Board meetings.

  1. The Board Secretary must write meeting minutes for each meeting, and must make these minutes available to the Board and to the public as expeditiously as possible. At the discretion of the Board President, contributions and votes from absent Directors must be included in these minutes.

4.10 Decisions

Unless stated otherwise in these Bylaws, acts and decisions of the Board are made when:

  1. a 2/3 vote of Directors present at a formally announced meeting where a quorum has been obtained support a proposal, or
  2. a 2/3 vote of both Directors present at a formally announced meeting and Directors contributing via email or writing support a proposal, as long as the total number of voting Directors forms a quorum, or
  3. the Board President submits a proposal to each of the Directors individually and the proposal is supported by 2/3 of the Directors.

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        

  1. The Board of Directors will not and must not be personally liable for the debts, liabilities, or other obligations of PNWM.

  1. The Directors of PNWM will and must be indemnified by PNWM to the fullest extent permissible under Oregon law.

4.12 Conflicts of interest

  1. Each Director must declare all potential conflicts of interest, disclose their nature on the record, and describe how they plan to mitigate or eliminate them as conflicts. Directors must declare conflicts of interest before serving on the Board and must declare new conflicts of interest as they arise. Individuals with conflicts of interest may serve on the Board provided the conflicts are declared and managed as described in this section.

  1. Conflicts of interest may be financial or non-financial. A conflict is always present when a decision concerns the personal financial interests of a Director, staff member, or the family member of a Director or staff member. A conflict is always present when a decision concerns non-PNWM companies or projects in which a Director, staff member, or the family member of a Director or staff member has a leadership or ownership role.

  1. Directors may enter into transactions or contracts with PNWM, subject to the limitations of law, the Articles of Incorporation and these Bylaws regarding such dealings. All transactions of PNWM involving the personal financial interests of Directors, staff members, or the family members of Directors or staff members must adhere to standard business practice as a result of the corporate role of Directors, staff, and volunteers.

  1. Any decision involving a conflict of interest must be approved by 2/3 of Directors who do not have a conflict of interest in the decision. Directors with a conflict of interest in a decision must declare the conflict at the beginning of the discussion about the decision. Directors with a conflict of interest may then participate in the discussion about the decision, but must excuse themselves from the meeting before voting occurs to allow the remaining Directors to conclude the discussion and vote in their absence.

  1. The Board President must maintain documentation of all current conflicts of interest and mitigation plans in a digital repository that must be available to the Board. The President must ensure that there is conflict of interest documentation for all Directors and for all staff who might influence strategic or transactional decisions. The President must remind the Board and staff of conflicts of interest and mitigation plans whenever a decision involving a conflict of interest comes under consideration.

  1. This policy will supplement, but not replace, applicable state and federal laws governing conflicts of interest in nonprofit organizations.

ARTICLE V: OFFICERS OF THE BOARD

5.1 President

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:

  1. supervising current operations and developing long-term strategic plans to help PNWM achieve its mission, and

  1. communicating on behalf of the Board to PNWM staff members and to outside entities, and

  1. facilitating meetings, communications, and decisions of the Board as outlined in Articles 4.9 and 4.10 above, and

  1. tracking and mitigating conflicts of interest of the Board and staff members as outlined in Article 4.12 above, and

  1. signing legal documents on behalf of PNWM when doing so is indicated by a decision of the Board.

The President may delegate some or all of these tasks as appropriate but is ultimately responsible for their completion.

5.2 Vice-President

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.

5.3 Secretary

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:

  1. writing minutes for all PNWM Board meetings and for decisions made via writing and email communications, and distributing these minutes to the Board as expeditiously as possible and typically within 1 week of the meeting or decision, and

  1. maintaining a publicly-available digital repository of the PNWM Bylaws, PNWM Articles of Incorporation, and all meeting minutes, and

  1. coordinating Board elections as outlined in Article 4.4 above.

The Secretary may delegate some or all of these tasks as appropriate but is ultimately responsible for their completion.

5.4 Treasurer

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:

  1. creating an annual budget for each fiscal year, creating a budget for each activity or event run by PNWM, presenting these budgets to the Board for approval, and working with staff members to implement these budgets, and

  1. using funds from PNWM bank accounts to make payments to outside entities or to reimburse staff members for payments made on behalf of PNWM, and collecting detailed receipts for goods and services rendered in both cases, and

  1. submitting forms to the Internal Revenue Service annually as necessary to maintain tax-exempt status, and

  1. maintaining detailed records of all budgets, revenue, expenditures, PNWM bank account transactions, receipts, and correspondence with the IRS, making these records available to the Board in a digital repository, and presenting summaries at Board meetings, and

  1. ensuring that all PNWM bank accounts are open to the inspection of any Director who wishes to review them, and

  1. engaging and communicating with independent auditors, bank officials, government officials, billing vendors, and other financial authorities as necessary for the operation and integrity of PNWM.

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.

5.6 Terms

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:

  1. Minutes of all meetings of the Board of Directors and committees, and

  1. A confirmed copy of the corporation’s Articles of Incorporation and Bylaws, and

  1. Adequate and correct books and records of its corporate bank account(s), and

  1. Copies of all correspondence and filings with the IRS.

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

8.1 Amendment

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

9.1 Conflict

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.