The Clarion Foundation
| Name, Purposes, and Objectives | Membership | Board of Directors |
| Officers and Staff | Committees & Advisory Boards | Amendments |
| Indemnifications | Dissolution | Adoption |
Preamble: Name, Purposes and Objectives
Section 1: Name
The name of this organization is The Clarion Foundation. The organization is also known as Clarion, and the Clarion Workshop.
Section 2: Purposes
2.1. This corporation is organized exclusively for religious, charitable, scientific, or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Code). Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code.
2.2. The purposes of The Clarion Foundation are: (1) to promote writing and the education of writers throughout the USA and the world; (2) to make the tools and the craft of writing available to all people regardless of their socioeconomic background; (3) to serve as a network for communication between writers and people interested in writing.
Section 3: Objectives
The objectives of The Clarion Foundation will be to plan, raise funds for, and execute those means by which its purposes may be achieved. These may include but will not be limited to the following: professional writers' workshops, community education and outreach, writers' scholarships and grants, and publications.
Article I: Membership
Membership is limited to the Board of Directors selected on a non-discriminatory basis, without regard to race, color, sex, religion, age, disability, national origin, or sexual orientation.
Article II: Board of Directors
Section 1: Composition of the Board of Directors
The Clarion Foundation Board of Directors consists of eight (8) members, each of whom is an established, professional writer. As and if deemed necessary by the Board, the Board may appoint additional members with temporary or permanent status.
Section 2: Replacement of Directors
In the case of a resignation or vacancy, the remaining members of the Board of Directors shall recommend a successor to the unexpired term, who must be approved by a majority of the remaining Directors. Any director may resign by giving written notice to the Board of Directors.
Any Director may be removed, with cause, by a vote of two-thirds (2/3) of the remaining Directors after written notice of the removal action has been given to that Director with the specific reason(s) for removal stated.
Section 3: Meetings and Communications
The Board of Directors shall meet or communicate by telephone or electronic means as frequently as is required or possible when there is Clarion Foundation business to discuss or decide.
Section 4: Powers and Duties
The Board of Directors shall make all major policy decisions of The Clarion Foundation: it will consider and facilitate policy for Clarion, in accordance with the purposes of these bylaws, and direct and assure projects necessary to carry out that policy. It will oversee and assure compliance of all projects with the financial reporting required by funding sources and state, local, and federal law. It will establish rules of review for staff and regularly evaluate the performance of staff. It will approve the slate of Writers-in-Residence and the Editor-in-Residence for the Workshop. It will exercise all other powers appropriate to the governance of the corporation.
The Board of Directors may delegate as many of its powers and duties to the staff as it may deem necessary. The Board of Directors will continue to bear final responsibility for all activities of the corporation and will, under all circumstances, review the same.
Article III: Officers and Staff
Section 1: Officers
The officers of the corporation shall be a Chairperson, a Secretary, and a Treasurer, elected by the Board of Directors.
Section 2: Replacement of Officers
Each officer shall hold office until a successor is elected or until the officer resigns or is removed. Any officer may resign from office through written notice to the members of the Board of Directors. Any officer may be removed by the Board of Directors whenever in its judgment the best interests of The Clarion Foundation will be served thereby, providing that the removal is conducted with due process. Any vacancy in office, for whatever cause, will be filled by the Board of Directors for the unexpired portion of the term.
Section 3: Duties of Officers
The Chairperson shall have the following duties: conducting of meetings of the Board of Directors; being the official spokesperson for the Board of Directors; appointing, with the approval of the Board of Directors, any and all staff including, but not limited to, the Literary Director of any Workshop, and any staff necessary for the operation of the Workshop; preparing, in conjunction with members of the Board of Directors, agendas for meetings of the Board of Directors; ensuring that staff effectively carry out their assigned duties; prosecuting the day-to-day operations of the Workshop during the year and the duration of the Workshop.
The Secretary shall have the following duties: arranging the recording of the minutes of the Board of Directors and ensuring the appropriate recording of minutes of committees; safeguarding all documents and records of The Clarion Foundation; ensuring the notification of appropriate persons of the activities of the Board of Directors; and executing on behalf of The Clarion Foundation evidencing resolutions and actions of the Board of Directors.
The Treasurer shall have the following duties: keeping custody and records of all funds of The Clarion Foundation and allocations thereof, preparing, in accordance with the process established by the Board of Directors, the budget of The Clarion Foundation and presenting it to the Board of Directors for approval; and reporting to the Board of Directors on the financial condition of The Clarion Foundation at the request of the Board of Directors in the appointment of staff; supervising staff; prosecuting the day-to-day operations of the Workshop during the year and the duration of the Workshop.
All officers will have the following duties: being available for meetings for issues appropriate to their respective duties, performing all duties appropriate to their office and title, and performing any other duties the Board of Directors may assign.
Section 4: Staff
The Board of Directors may employ a staff of assistant(s) on a full or part-time basis as it deems necessary to serve the purposes and objectives of The Clarion Foundation. The Board will determine what positions are needed, approve all job descriptions, and approve all hiring and discharging procedures. Volunteers may also be utilized to facilitate the running of the Workshop. All procedures and decisions will be in compliance with affirmative action guidelines adopted by the Board of Directors. All staff operations, activities and procedures will be approved by the Board of Directors.
The Clarion Foundation Board of Directors by unanimous consent may engage one or more of its officers or trustees as independent contractors to instruct at Clarion workshops. In such an event the board members shall be compensated at the same rate as the other independent contractor instructors. The resolution for such compensation is adopted in the Clarion Foundation Bylaws as of August 18, 2005.
Article IV: Committees and Advisory Boards
Section 1. Committees
The Board of Directors may establish such Committees as it may deem advisable, such as but not limited to a Finance and Budget Committee, a Publicity Committee, and a Program Committee. The membership of all committees will be appointed by the Chairperson in conjunction with at least one other member of the Board. One member of the Board shall be one of the appointees. Committees will have such powers and responsibilities as the Board of Directors may delegate.
Section 2. Advisory Boards
The Board of Directors may establish such Advisory Boards as it deems necessary. An Advisory Board will be established to advise, comment and cooperate on any matter before the Board of Directors concerning The Clarion Foundation or its committees. The membership of the Advisory Board will be appointed by the Chairperson with the approval of the Board of Directors.
Article V: Amendments
These bylaws may be altered or amended by a three-fourths (3/4) vote of the Board of Directors at a regular or special meeting or by telephone or electronic communication where appropriate notice of the proposed change has been given as an item of business.
Article VI : Indemnifications
Every person who is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, wherever brought, by reason of the fact that such person is or was a Director or other official of The Clarion Foundation or that such is or was serving at the specific request of the Board of Directors as a director or official of another corporation, partnership, joint venture, enterprise or other association, or trustee of a trust, hereinafter termed "Indemnified Person, to the extent permitted by and in accordance with the laws of the state of Oregon, presently enacted or hereafter amended, shall be indemnified by The Clarion Foundation against judgments, fines, amounts paid in settlement or expenses, including attorneys' fees, except in relation to matters as to which the Indemnified Person shall be adjudged in such action, suit or proceeding to be liable for gross neglect, inexcusable misfeasance or malfeasance in the performance of duties.
The Board of Directors may at any time approve indemnification of any other person which The Clarion Foundation has the power to indemnify under the laws of the State of Oregon, cited above. The indemnification of a person serving as a director or other official of another corporation, partnership, joint venture, enterprise or other association, or trustee of a trust, at the specific request of the Board of Directors, shall apply only to the extent that such a person is not indemnified by such other corporation, partnership, joint venture, enterprise, or other association, or trust. The indemnification provided by this article will continue to an Indemnified Person who has ceased to be a director, official, or trustee, as the case may be, shall inure to the benefit of the heirs, executors, and administrators of such Indemnified Person, and will not be exclusive of other rights to which such a person is entitled.
In the event any provision of this article is held by any court of competent jurisdiction to be inconsistent with any law of the State of Oregon, presently enacted or hereafter amended, the rest of the provisions of the article will continue to be valid and in full force and effect.
Article VII: Dissolution
Upon the winding up and dissolution of this corporation, after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed to a non-profit fund, foundation, or corporation which has established its tax exempt status under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Code).
Article VIII: Adoption
These bylaws were adopted by the governing Board of Directors of The Clarion Foundation pursuant to the Articles of Incorporation.
Adopted this 18th day of August, 2005