State Board of Education Topic Summary s8

STATE BOARD OF EDUCATION – TOPIC SUMMARY Topic: Oregon High School Nordic Interscholastic Activity Bylaw Amendments Date: August 15, 2011 Staff/Office: Jan McComb, Board Staff Action Requested: Informational Only Adoption Later Adoption Adoption/Consent AgendaISSUE BEFORE THE BOARD: Whether to approve the proposed bylaw amendments.BACKGROUND: Until January 1, 2012, voluntary organizations that desire to administer interscholastic activities apply to the State Board of Education for approval. On that date, SB 800 becomes effective and repeals the board’s authority over interscholastic activity organizations.The board reviews the rules and bylaws of the voluntary organization to determine whether the rules and bylaws do not conflict with state law or rules of the board. If a voluntary organization meets the standards established under ORS 326.051 and its rules and bylaws do not conflict with state law or rules of the board, the board will approve the organization. The board may suspend or revoke its approval if an approved organization is found to have violated state law or rules (ORS 339.430). Neither state law nor the board’s rules specify what provisions should be in a voluntary organization’s rules and bylaws. However, an organization still must follow state law, whether included in its rules and bylaws or not.Oregon High School Nordic (OHSNO) was formed when a dispute arose within the Oregon Interscholastic Ski Racing Association (OISRA). An OISRA rule prohibited two high school skiers from accepting a financial grant from the Northwest Snow Sports Foundation1 for race entry fees and travel expenses to qualify for the Junior Olympics. The OISRA rule mirrors a similar prohibition in the Oregon School Activities Association’s rules. The hearing officer in the case found that OISRA did not violate any rule or law by having the financial prohibition and OISRA was within its rights as an organization to bar the students from participating in OISRA events. OHSNO was formed in response to that decision and its chair and Summit (Bend) coach Muffy Roy was represented by the Bend Bulletin as saying OHSNO racers will have greater flexibility in accepting grants for skiing.The board first approved OHSNO at the June 2007 meeting; its term runs from 7-1-2007 through 6-30-2012. At the time of its initial application, it was newly formed and did not have any financial statements, as are required to be submitted under OAR 581-021-0034. The board docket item indicated that OHSNO would submit a financial statement “as soon as possible following the end of the organization’s first fiscal year.” There was no financial statement in the OHSNO file, but it is now attached. A concern was raised regarding how OHSNO was conducting itself. An interscholastic activity organization is, by definition, an organization made up of member schools. OHSNO has had a practice of allowing skiers not affiliated with a school to competitively ski. It appears that payments of dues or fees are paid by individual skiers, at least in some cases. It was not readily apparent in the original application, bylaws, and policies submitted in 2007 that OHSNO intended to allow students unaffiliated with a member school participate. An OHSNO represented explained that the organization wanted to accommodate those students whose schools did not have enough students to field a team or otherwise did not join OHSNO.After board staff contacted OHSNO with its concerns, OHSNO agreed to modify its operations and limit membership to schools. OHSNO submitted proposed changes to its bylaws and policies reflecting this change, as attached.Financial Aid to Athletes1 The Northwest Snow Sports Foundation is a Portland-based nonprofit charitable foundation that offers scholarships to promising junior snow skiers. Staff was unable to contact them. 1 At the March meeting, Director Squire voiced concern that OHSNO lacked a policy that prohibited student skiers from accepting financial aid to participate; there was a concern that students may inadvertently invalidate their status as amateur skiers and that might prohibit them from competing in the future for a college or the Olympics. This was of particular concern given the impetus for the creation of OHSNO—students accepted grants from a foundation to defray ski expenses associated with Junior Olympics. If a student has accepted financial support in violation of NCAA rules, that student may be penalized by losing a season of play, be required to pay back the funds, or a similar penalty. With most typical violations, the student has not lost their amateur status forever.State law concerning interscholastic activities is clear that unless the organization’s bylaws conflict with state law, the board shall approve the organization. Current state law and the board’s administrative rule are silent on this point. Even if OHSNO’s policies were to harm a student’s college or Olympic eligibility, unless the board amended its administrative rules, it would have no basis to deny approval. Because the board’s jurisdiction ceases January 1, 2012, and due to staff reductions, it may not make sense to expend the time needed to adjust the administrative rules.POLICY OPTIONS: Board takes no action: If the board decides to not approve these amendments, the prior rules would be in force, allowing unaffiliated skiers to participate in activities.Board approves amendments: OHSNO operations would conform with how other interscholastic organizations function.Board suspends approval: OHSNO would no longer be a board-approved organization; OHSNO could challenge the legal basis of the suspension.STAFF RECOMMENDATION: 1. Approve proposed changes to OHSNO bylaws and policies through Dec. 31, 2011, when the board no longer oversees interscholastic activities 2. Direct staff to forward a letter from the NCAA to the Oregon Interscholastic Ski Racing Association to OHSNO and its member schools regarding prospective student-athlete’s receipt of financial awards from an outside source (attached) to enable OHSNO to make an informed decision regarding its policies. 3. Direct staff to forward a copy of the law to OHSNO that requires concussion management training of coaches. 2 OREGON HIGH SCHOOL NORDICPOLICIESSeptember 10, 20061. State Championship Eligibility - The OHSN State Championship is open to all high school racers who: a) Complete three of four OHSN races or meet the OISRA State Championship eligibility rules. b) Racers may substitute a JOQ race for one of the required races in #1a. c) Guest high school racers from outside Oregon are welcome in all races and can petition for entry to the OHSN State Championship. The student must show racing and school results consistent with OHSN members. They will be scored separately when awarding state championship titles.2. Race Rules – Student athletes will be expected to behave in a sportsmanlike manner respecting and supporting fellow athletes, coaches, volunteers, and parents. Competitors shall also respectfully treat citizen skiers not involved with a competition.1. Race Committee and its Duties:A. Chief of race B. Chief of Course C. Chief of Timing D. Race SecretaryDuties are outlined in USSA rules book.2. Jury:Consists of 5 members: Chief of Race, Chief of Course, and 3 other members appointed by the race committee. If a jury member is involved in a protest, a neutral jury member will be substituted.Duties include making decisions on:A. Late entries, starting order etc. B. Any protest or penalty.3. Nordic Meet FormatRegular season meets may vary in format, scoring, and technique with these variables being set at the September meeting of each year.4. ScoringIndividual Varsity Scores:3A. A team must have at least three entrants in the race to be scored as a team. B. Only the top five finishers for each team earn varsity placement points at a race. C. If a varsity team has only 2 finishers, a dummy score may be used for the third place. The dummy score is calculated by adding one to the total varsity placement points. D. Where more than 5 athletes have entered any race for one team, racers finishing 6,7,8 etc. for that team do not displace pints for varsity team scoring.Relay: Score numbers of varsity teams present times 3 and drop 3 points for each place.5. Seeding:A. It is the coach’s responsibility to get his/her seeds to the hosting school race secretary no later than Wednesday at 5pm for the Saturday race. If seeds are not received by the deadline, the team in violation may be placed at the end the race.B. School running order is to be randomly drawn by host school for each race including the State Meet for both boys and girls.6. Posting of Results:A. Unofficial results will be posted as soon as possible after each race and marked as such. B. Results become official within 30 minutes after the posting of the final race if there are no protests.7. Protests:A. All protests will be submitted to the Chief of Race in writing no later than 15 minutes after the last racer completes the course.8. Nordic Race Criteria:A. Total distance for one day of competition shall not exceed 10 km. No race shall exceed 10 km. B. Race distances shall be set at the September meeting of each year.9. Technique Definitions:A. Classical technique includes the diagonal techniques, the double poling techniques, herringbone techniques without a gliding phase. Single or double skating is not allowed. Turning techniques comprise steps and pushes in order to change directions. The aim of our league is to educate skiers, not penalize them. The consequences for the offending skier will be determined given their experience and ability. B. Free technique includes all Nordic skiing techniques.10. Competitors During Competitions:4 A. A competitor must give way on demand except in sprint competitions and in start/finish areas. When overtaken, competitors must not obstruct each other. B. Skiers must complete the course on their power. C. In order to be a qualifying race for the state meet a competitor must complete the race course from start to finish. D. Equipment, other than ski poles, cannot be changed unless as required in a continuous pursuit race. E. Competitors only may scrape their own skis at the side of the track. F. Skiing on the course while not competing is acceptable as long as no competitor is obstructed or distracted. It is recommended to ski in the same direction as the race.11. Starts and Results:A. A competitor who arrives late to the start shall start as soon as possible at the discretion of the start official. The competitor’s time will be his/her actual race time plus the elapsed time from the original start time. The actual start time should be noted in case of a protest. B. In a mass start race where not all lanes are filled or have few skiers, the starter may position other skiers from larger schools in the empty lane or lane with few skiers. C. Times will be measured in tenths of a second when possible.D. The jury must deal with any infractions or protests within 30 minutes of the posting of the last race. The result list becomes official following the jury’s decision.3. Registration Procedures – To be provided in October, 2006.Refer to ohsno.com for all registration guidelines and procedures.4. Academic & Behavioral Standards - All member students must comply with their respective team, school and/or school district academic and behavioral policies.5 BYLAWS OF OREGON HIGH SCHOOL NORDICSECTION 1 PURPOSES AND POWERS1.1 Primary Purpose. Oregon High School Nordic (the “Corporation”) primary purpose shall be to organize and operate a league for the sport of Nordic skiing within the state of Oregon which shall be open to all high schools in the state and other non-Oregon high schools. The Corporation shall also annually organize a state championship competition to determine the Oregon state high school champion in the sport of Nordic skiing. The league shall be open to high school age boys and girls and for the purpose of promoteing education and instruction in the amateur sport of Nordic skiing and to foster a healthy respect for competition among high school students.1.2 General Powers. Unless the Articles of Incorporation provide otherwise, the Corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs.SECTION 2 REGISTERED OFFICE AND REGISTERED AGENTThe Corporation must continuously maintain in the State of Oregon both: (a) a registered agent, who must be:(1) an individual who resides in the State of Oregon;(2) a corporation, a domestic business corporation, domestic limited liability company or domestic professional corporation with an office in the State of Oregon; or(3) a foreign corporation, foreign business corporation, foreign limited liability company or foreign professional corporation authorized to transact business in the State of Oregon with an office in the State of Oregon; and(b) a registered office of the Corporation which must be the residence or office address of the registered agent.SECTION 3 BOARD OF DIRECTORS3.1 Duties of Board. All corporate powers will be exercised by or under the authority of the board of directors, 3.2 Qualifications of Directors. All directors must be individuals. The Articles of Incorporation or these Bylaws may prescribe other qualifications for directors.3.3 Number of Directors.(a) The board of directors must consist of three or more individuals.6 (b) The initial number of directors shall be three, who shall act as the directors to accept initial applications by teams to participate in the Nordic ski league established by the Corporation. The initial directors shall be as follows: Gene Fitzsimmons, Bend High School  Tim Zook, Crook County High School  Laura Allen, Corvallis High School  Dean Miller, Crescent Valley High School  Ken Roadman, Redmond High School  Muffy Roy, Summit High School(c) As schoolsteams are admitted to the league, the number of directors will be fixed at the number of schoolsteams that have applied and been accepted by the Corporation to participate in the Nordic ski league operated by the Corporation.3.4 Acceptance into the League. The directors shall accept applications for schoolsteams to participate in the league established by the Corporation. The board shall from time to time adopt policies for acceptance of schoolsteams into the league. Initially the application and acceptance procedure shall be as follows:(a) An applicant shall be a schoolteam of at least one no less than 3 Nordic skiers (either boys, girls, or a combination of each) that is recognized as either a club or varsity sport by an Oregon public or private high school or school district. Only students who are enrolled in an Oregon member school, or participating on a member school’s team, and satisfy applicable eligibility requirements established by their school, school district, and the team, can participate in Oregon High School Nordic activities., and such skiers must fulfill their respective high school or school district requirements for participation in organized sports.(b) The schoolteam shall submit an application to the Corporation and such application shall provide the name of a head coach to be the primary contact person for the schoolteam and a roster of skiers expected to participate in the league established by the Corporation for the upcoming year.(c) To be eligible for participation in the league, the applicant schoolteam shall have paid the required fee and completed the required registration procedures.(d) Upon receipt of the application the board of directors of the Corporation shall inform the applicant of its acceptance or denial, and if denied a reason for such denial.(e) In no event shall a schoolteam or participant be denied the ability to participate in the league in violation of ORS 659.850, related to discrimination, or in violation of any of federal or state rules relating to Oregon public school students or with the administrative rules of the Oregon State Board of Education.3.5 Election, Designation and Appointment of Directors. All the directors, except the initial directors, will be appointed and designated by each team that has applied to the Corporation to be accepted into the league and been recognized by the Corporation as qualified to participate. Each schoolteam shall be entitled to appoint one person as a director to act on the board of directors. In the event there are an insufficient number of schoolteams for the minimum number of directors, then7 the remaining directors shall appoint a sufficient number of directors to fill the minimum number of directors required by these Bylaws.3.6 Terms of Directors Generally.(a) The term of each initial director and each director appointed by teams admitted to the league during the 2006/2007 winter league shall expire as of April 30, 2007.(b) All other directors shall serve on a calendar basis from the Corporation’s Spring Meeting until the following Spring Meeting; provided, however, a directors term may be terminated early upon the occurrence of any of the following events:(1) A schoolteam notifies the Corporation that it no longer desires to participate in the league, or the Corporation reasonably determines that the team no longer intends to participate in the league; or(2) A schoolteam fails to pay any dues or other fees associated with participation in the league.(c) Directors may be elected for successive terms.(d) The term of a director filling any vacancy expires at the end of the unexpired term which such director is filling.(e) Despite the expiration of a director’s term, the director continues to serve until the director’s successor is elected, designated or appointed and qualifies, or until there is a decrease in the number of directors.3.7 Resignation of Directors.(a) A director may resign at any time by delivering written notice to the board of directors, its presiding officer or to the chairperson or secretary.(b) A resignation is effective when the notice is effective under 10 unless the notice specifies a later effective date.(c) Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the board of directors.3.8 Removal of Designated or Appointed Directors.(a) An initial designated director may be removed by an amendment to the Articles of Incorporation or these Bylaws deleting or changing the designation.(b) If a director is appointed:(1) except as otherwise provided in the Articles of Incorporation or these Bylaws, the director may be removed with or without cause by the person appointing the director;8 (2) the person removing the director must do so by giving written notice of the removal to the director and either the presiding officer of the board or the Corporation’s chairperson or secretary; and(3) a removal is effective when the notice is effective under 10 unless the notice specifies a future effective date.3.9 Vacancy on Board.(a) If a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.(b) If a vacant office was held by a director designated by these Bylaws the vacancy will be filled by the remaining board members.(c) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under Section b or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.3.10 Compensation of Directors. The board of directors will receive no compensation for acting as a director.3.11 Chairperson of the Board of Directors. The person who has been appointed chairperson by the board of directors will preside at all meetings of the board of directors and will perform other duties prescribed by the board of directors.SECTION 4 MEETINGS AND ACTION OF BOARD4.1 Regular and Special Meetings.(a) If the time and place of a director’s meeting is fixed by these Bylaws or is regularly scheduled by the board of directors, the meeting is a regular meeting. All other meetings are special meetings. The Corporation will hold two regular meetings. One meeting shall be in the fall of each year and shall be held for the purpose, among other things, to establish the upcoming ski league schedule. The second regular meeting shall be in the spring of each year and shall be held for the purpose, among other things, to elect new officers.(b) The board of directors may hold regular or special meetings in or out of the State of Oregon.(c) Unless the Articles of Incorporation or these Bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through, use of any means of communication by which either of the following occurs:(1) all directors participating may simultaneously hear or read each other’s communications during the meeting; or(2) all communications during the meeting are immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors.(d) If a meeting is conducted through the use of any means described in Section 4.1 c:9 (1) all participating directors must be informed that a meeting is taking place at which official business may be transacted; and(2) a director participating in the meeting by this means is deemed to be present in person at the meeting.4.2 Action Without Meeting(a) As used in this Section 4.2:(1) “Electronic” has the meaning given that term in ORS 84.004.(2) “Electronic signature” has the meaning given that term in ORS 84.004.(3) “Sign” includes an electronic signature.(4) “Written” includes a communication that is transmitted or received by electronic means.(b) Unless the Articles of Incorporation or these Bylaws provide otherwise, action required or permitted by the Oregon Nonprofit Corporation Act to be taken at the board of directors’ meeting may be taken without a meeting if the action is taken by all members of the board of directors. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.(c) Action taken under this Section c is effective when the last director signs the consent, unless the consent specifies an earlier or later effective date.(d) A consent signed under this Section c has the effect of a meeting vote and may be described as such in any document.4.3 Call and Notice of Meetings.(a) Unless the Articles of Incorporation, these Bylaws or the Oregon Nonprofit Corporation Act provide otherwise, regular meetings of the board may be held without notice of the date, time, place or purpose of the meeting.(b) Unless the Articles of Incorporation or these Bylaws provide for a longer or shorter period, special meetings of the board must be preceded by at least two days’ notice to each director of the date, time and place of the meeting. Unless the Oregon Nonprofit Corporation Act provides otherwise, the notice need not describe the purpose of the special meeting unless required by the Articles of Incorporation or these Bylaws.(c) Unless the Articles of Incorporation or these Bylaws provide otherwise, the presiding officer of the board, the chairperson or 20 percent of the directors then in office may call and give notice of a meeting of the board.4.4 Waiver of Notice.(a) A director may at any time waive any notice required by the Oregon Nonprofit Corporation Act, the Articles of Incorporation or these Bylaws. Except as provided in Section 4.4 b, the 10 waiver must be in writing, must be signed by the director entitled to the notice, must specify the meeting for which notice is waived and must be filed with the minutes or the corporate records.(b) A director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director, at the beginning of the meeting, or promptly upon the director’s arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.4.5 Quorum and Voting.(a) Unless the Articles of Incorporation or these Bylaws require a greater number a quorum of the board of directors consists of a majority of the number of directors in office immediately before the meeting begins.(b) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present when the act is taken is the act of the board of directors unless the Articles of Incorporation or these Bylaws require the vote of a greater number of directors. A director is considered present regardless of whether the director votes or abstains from voting. In the event that a tie vote occurs in a meeting of directors, the tie may be broken by weighting each member school’s vote based on the number of registered student athletes, and the votes that have the greatest weighted average shall decide the matter.(c) Unless otherwise provided in the Articles of Incorporation or these Bylaws, directors are elected by a plurality of the directors entitled to vote in the election at a meeting at which a quorum is present.(d) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:(1) the director objects at the beginning of the meeting, or promptly upon the director’s arrival, to holding the meeting or transacting the business at the meeting;(2) the director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or(3) the director delivers written notice of dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.4.6 Committees.(a) Unless the Articles of Incorporation or these Bylaws provide otherwise, the board of directors may create one or more committees of the board of directors which exercise the authority of the board of directors and appoint members of the board to serve on them or designate the method of selecting committee members. Each committee must consist of two or more directors, who serve at the pleasure of the board of directors.(b) The creation of a committee and appointment of directors to the committee or designation of a method of selecting committee members must be approved by the greater of:11 (1) a majority of all the directors in office when the action is taken; or (2) the number of directors required by the Articles of Incorporation or these Bylaws to take action under Section 4.5.(c) The provisions of Section 4.1 to Section 4.5 governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.(d) Except as provided in Section 4.6 e, to the extent specified by the board of directors or in the Articles of Incorporation or these Bylaws, each committee of the board may exercise the authority of the board of directors.(e) A committee of the board may not:(1) authorize distributions;(2) approve dissolution, merger or the sale, pledge or transfer of all or substantially all of the Corporation’s assets;(3) elect, appoint or remove directors or fill vacancies on the board or on any of its committees; or(4) adopt, amend or repeal the Articles of Incorporation or these Bylaws.(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in Section 5.1.SECTION 5 STANDARDS OF CONDUCT5.1 General Standards for Directors.(a) A director must discharge the duties of a director, including the director’s duties as a member of a committee:(1) in good faith;(2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and(3) in a manner the director reasonably believes to be in the best interests of the Corporation.(b) In discharging the duties of a director, a director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:(1) one or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented;(2) legal counsel, public accountants or other persons as to matters the director reasonably believes are within the person’s professional or expert competence; or12 (3) a committee of the board of which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence.(c) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by Section 5.1 b unwarranted.(d) A director is not liable to the Corporation or any other person for any action taken or not taken as a director, if the director acted in compliance with this Section 5.1.(e) A director will not be deemed to be a trustee with respect to the Corporation or with respect to any property held or administered by the Corporation, including without limit, property that may be subject to restrictions imposed by the donor or transferor of such property.5.2 Director Conflict of Interest.(a) A conflict of interest transaction is a transaction with the Corporation in which a director of the Corporation has a direct or indirect interest. A conflict of interest transaction is not voidable or the basis for imposing liability on the director if the transaction is fair to the Corporation at the time it was entered into or is approved as provided in Section 5.2 b.(b) A transaction in which a director has a conflict of interest may be approved:(1) by the vote of the board of directors or a committee of the board of directors if the material facts of the transaction and the director’s interest are disclosed or known to the board of directors or committee of the board of directors; or(2) by obtaining the approval of:(A) the Attorney General of the State of Oregon; or(B) the circuit court in an action in which the Attorney General of the State of Oregon is joined as party.(c) For purposes of this Section 5.2, a director of the Corporation has an indirect interest in a transaction if:(1) another entity in which the director has a material interest or in which the director is a general partner is a party to the transaction; or(2) another entity of which the director is a director, officer or trustee is a party to the transaction, and the transaction is or should be considered by the board of directors of the Corporation.(d) For purposes of Section 5.2 b, a conflict of interest transaction is authorized, approved or ratified if it receives the affirmative vote of a majority of the directors on the board of directors or on the committee who have no direct or indirect interest in the transaction. A transaction may not be authorized, approved or ratified under this Section 5.2 by a single director. If a majority of the directors who have no direct or indirect interest in the transaction votes to authorize, approve or ratify the transaction, a quorum is present for the purpose of taking action under this Section 5.2 . The presence of, or a vote cast by, a director with a direct or indirect 13 interest in the transaction does not affect the validity of any action taken under Section 5.2 1 if the transaction is otherwise approved as provided in Section 5.2 b .5.3 Loans to or Guarantees for Directors and Officers.(a) The Corporation may not make a loan, guarantee an obligation or modify a preexisting loan or guarantee to or for the benefit of a director or officer of the Corporation, except as stated in this Section 5.3. Unless prohibited by the Articles of Incorporation or these Bylaws, the Corporation may make a loan, guarantee an obligation or modify a preexisting loan or guarantee to or for the benefit of a director or officer as part of a recruitment package, for a total period not to exceed three years, provided that:(1) approval of the loan, guarantee or modification is obtained in the manner provided in Section b and Section d for approval of issues involving director conflicts of interest; and(2) twenty or more days before the loan, guarantee or modification is to become binding on the Corporation, written notice has been given to the Attorney General of the State of Oregon of the proposed recruitment package for the director or officer, including identification of the amount and character of all items of compensation and a separate statement of the amount and terms of any such loan, guarantee or modification.(b) The fact that a loan or guarantee is made in violation of this Section 5.3 does not affect the borrower’s liability on the loan.SECTION 6 OFFICERS6.1 Required Officers.(a) The Corporation must have a chairperson and a secretary, and will have such other officers as are elected or appointed by the board or by any other person as may be authorized in the Articles of Incorporation or these Bylaws. The officers shall be elected by the board at the Corporation’s annual Spring Meeting and shall act until the following Spring Meeting.(b) The same individual may simultaneously hold more than one office in the Corporation.6.2 Duties and Authority of Officers. Each officer has the authority and will perform the duties set forth in these Bylaws or, to the extent consistent with these Bylaws, the duties and authority prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.6.3 Standards of Conduct for Officers.(a) An officer must discharge the officer’s duties:(1) in good faith;(2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and(3) in a manner the officer reasonably believes to be in the best interests of the Corporation.14 (b) In discharging the duties of an officer, an officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:(1) one or more officers or employees of the Corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or(2) legal counsel, public accountants or other persons as to matters the officer reasonably believes are within the person’s professional or expert competence.(c) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by Section 6.3 b unwarranted.(d) An officer is not liable to the Corporation or other person for any action taken or not taken as an officer if the officer acted in compliance with this Section 6.3.6.4 Resignation and Removal of Officers.(a) An officer may resign at any time by delivering notice to the Corporation. A resignation is effective when the notice is effective under 10 unless the notice specifies a later effective date. If a resignation is made effective at a later date and the Corporation accepts the later effective date, the board of directors or any other person as authorized under the Articles of Incorporation or these Bylaws may fill the pending vacancy before the effective date if the board or any other person provides that the successor does not take office until the effective date.(b) The board of directors or any other person authorized under the Articles of Incorporation or these Bylaws to elect or appoint an officer may remove any officer the board or any other person is entitled to elect or appoint, at any time with or without cause.(c) Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the board of directors.6.5 Contract Rights of Officers.(a) The appointment of an officer does not itself create contract rights.(b) Removal or resignation of an officer does not affect the contract rights, if any, of the Corporation or the officer.6.6 Chairperson. The chairperson will supervise, direct, and control the affairs of the Corporation and will also act as the chairman of the board of directors. The chairperson also will perform all duties commonly incident to the office of chairperson and other duties prescribed by the board of directors. The chairperson will be chosen from among the directors on a revolving basis. Each team with the authority to appoint a director shall be entered in the rotation for appointment as chairperson so that the director appointed by each team will have an opportunity to act as chairperson of the Corporation. 6.7 Vice Chairpersons. The board of directors may appoint one or more vice chairpersons. If appointed, the vice chairperson – or the vice chairperson designated by the board of directors if more than one vice chairperson is appointed – will perform the duties of the chairperson if the chairperson 15 dies or becomes incapacitated. Each vice chairperson also will perform all duties commonly incident to the office of vice chairperson and other duties prescribed by the board of directors or an authorized officer.6.8 Treasurer. The board of directors may appoint a treasurer. If appointed, the treasurer will:(a) have general charge of and be responsible for all funds and securities of the Corporation;(b) receive and give receipts for monies due and payable to the Corporation from any source and deposit the monies in the name of the Corporation in banks, trust companies, or other depositories selected by the board of directors or an authorized officer; and(c) perform all duties commonly incident to the office of treasurer and other duties prescribed by the board of directors or an authorized officer.6.9 Secretary. The secretary will:(a) prepare minutes of the directors’ meetings and authenticate records of the Corporation;(b) ensure that all notices by the Corporation under the Oregon Nonprofit Corporation Act, the Articles of Incorporation or these Bylaws are given;(c) keep and maintain the records of the Corporation specified in a and d; and(d) perform all duties commonly incident to the office of secretary and other duties prescribed by the board of directors or an authorized officer.SECTION 7 INDEMNIFICATION7.1 Definitions. As used in this 7:(a) "Corporation" includes any domestic or foreign predecessor entity of the Corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.(b) "Director" means an individual who is or was a director of the Corporation or an individual who, while a director of the Corporation, is or was serving at the Corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, or other enterprise. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director.(c) "Expenses" include attorney fees.(d) "Liability" means the obligation to pay a judgment, settlement, penalty, fine, or reasonable expenses actually incurred with respect to a proceeding.(e) "Officer" means an individual who is or was an officer of the Corporation or an individual who, while an officer of the Corporation, is or was serving at the Corporation's request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. "Officer" includes, unless the context requires otherwise, the estate or personal representative of an officer.16 (f) "Party" includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding.(g) "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal.7.2 Indemnification of Directors.(a) Except as provided in Section 7.2 d, the Corporation will indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if:(1) the conduct of the individual was in good faith;(2) the individual reasonably believed that the individual’s conduct was in the best interests of the Corporation, or at least not opposed to its best interests; and(3) in the case of any criminal proceeding, the individual had no reasonable cause to believe the individual’s conduct was unlawful.(b) A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of Section 7.2 a 2.(c) The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this Section 7.2.(d) The Corporation may not indemnify a director under this Section 7.2:(1) in connection with a proceeding by or in the right of the Corporation in which the director was adjudged liable to the Corporation; or(2) in connection with any other proceeding charging improper personal benefit to the director in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.(e) Indemnification permitted under this Section 7.2 in connection with a proceeding by or in the right of the Corporation is limited to reasonable expenses incurred in connection with the proceeding.7.3 Mandatory Indemnification. Unless limited by the Articles of Incorporation, the Corporation must indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because of being a director of the Corporation, against reasonable expenses incurred by the director in connection with the proceeding.7.4 Advance for Expenses.(a) The Corporation will pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:17 (1) the director furnishes the Corporation a written affirmation of the director’s good faith belief that the director has met the standard of conduct described in Section 7.2; and(2) the director furnishes the Corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct.(b) The undertaking required by Section 7.4 a 2 must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.(c) Any authorization of payments under this Section 7.4 may be made by provision in the Articles of Incorporation or these Bylaws, by a resolution of the board of directors or by contract.7.5 Determination and Authorization of Indemnification.(a) The Corporation may not indemnify a director under Section 7.2 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in Section 7.2.(b) A determination that indemnification of a director is permissible must be made:(1) by the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding;(2) if a quorum cannot be obtained under Section 7.5 b 1, by a majority vote of a committee duly designated by the board of directors, consisting solely of two or more directors not at the time parties to the proceeding; or(3) by special legal counsel selected by the board of directors or its committee in the manner prescribed in Section 7.5 b 1 or Section 7.5 b 2 or, if a quorum of the board cannot be obtained under Section 7.5 b 1 and a committee cannot be designated under Section 7.5 b 2, the special legal counsel will be selected by majority vote of the full board of directors including directors who are parties to the proceeding.(c) Authorization of indemnification and evaluation as to reasonableness of expenses will be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses will be made by those entitled under Section 7.5 b 3 to select counsel.(d) If the Corporation is a public benefit corporation, a director may not be indemnified until 20 days after the effective date of written notice to the Attorney General of the State of Oregon of the proposed indemnification.7.6 Indemnification of Officers, Employees and Agents. Unless the Articles of Incorporation provide otherwise:(a) an officer of the Corporation is entitled to mandatory indemnification under Section 7.3 to the same extent as a director;18 (b) the Corporation will indemnify and advance expenses under this 7 to an officer of the Corporation to the same extent as to a director; and(c) the Corporation may indemnify and advance expenses under this 7 to an employee or agent of the Corporation to the same extent as to a director.7.7 Non-Exclusivity of Rights. The indemnification and provisions for advancement of expenses provided in this 7 will not be deemed exclusive of any other rights to which directors, officers, employees or agents may be entitled under the Articles of Incorporation or these Bylaws, any agreement, general or specific action of the board of directors or otherwise, and will continue as to a person who has ceased to be a director, officer, employee or agent and will inure to the benefit of the heirs, executors and administrators of such a person.7.8 Report to Persons of Indemnification. If the Corporation indemnifies or advances expenses to a director under this 7 in connection with a proceeding by or in the right of the Corporation, the Corporation will report the indemnification or advance in writing to any person having the right to designate or appoint the director no later than 90 days after the first indemnification or advance.SECTION 8 AMENDMENT OF BYLAWSThe board of directors may adopt one or more amendments to these Bylaws. The Corporation must provide notice of any meeting of directors at which an amendment is to be approved. The notice must be in accordance with Section b. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to these Bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. SECTION 9 RECORDS(a) The Corporation must keep as permanent records minutes of all meetings of its board of directors, a record of all corporate action taken by the directors without a meeting, and a record of all actions taken by committees of the board of directors in place of the board of directors on behalf of the Corporation.(b) The Corporation must maintain appropriate accounting records.(c) The Corporation must maintain its records in written form or in another form capable of conversion into written form within a reasonable time.(d) The Corporation must keep a copy of the following records:(1) articles or restated articles of incorporation and all amendments to them currently in effect;(2) bylaws or restated bylaws and all amendments to them currently in effect;(3) a list of the names and business or home addresses of the current directors and officers; (4) the last three annual financial statements, if any, which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries or affiliates, as appropriate, including a balance sheet and statement of operations, if any, for that year, and which must be prepared on the basis of generally accepted accounting principles if financial statements are prepared for the Corporation on that basis;19 (5) the last three accountant’s reports if annual financial statements are reported upon by a public accountant; and(6) the most recent annual report delivered to the Secretary of State.SECTION 10 NOTICE10.1 Oral or Written Notice. Notice may be oral or written unless otherwise specified for a particular kind of notice.10.2 Methods of Notice. Notice may be communicated in person, by telephone, telegraph, teletype or other form of wire or wireless communication, or by mail or private carrier, including publication in a newsletter or similar document mailed to a director’s address. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where the meeting is to be held, or by radio, television or other form of public broadcast communication.10.3 When Oral Notice is Effective. Oral notice is effective when communicated if communicated in a comprehensible manner.10.4 When Written Notice is Effective. Personal written notice, if in a comprehensible form, is effective at the earliest of the following:(a) when received;(b) five days after its postmark, if mailed by United States mail correctly addressed and with first class postage affixed;(c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee;(d) thirty days after its deposit in the United States mail if mailed correctly addressed and with other than first class, registered or certified postage affixed; or(e) the date specified by the Articles of Incorporation or these Bylaws with respect to notice to directors.10.5 When Written Notice is Correctly Addressed. Written notice is correctly addressed to the Corporation if addressed to its registered agent or, if none is of record, to its principal office shown in its most recent annual report or, if none, in the Articles of Incorporation.SECTION 11 DEFINITIONSAll terms used in these Bylaws that are defined in the Oregon Nonprofit Corporation Act will have the meanings ascribed to them in the Oregon Nonprofit Corporation Act.These Bylaws were adopted by the board of directors of Oregon High School Nordic on March 20, 2007.______20 [SECRETARY], Secretary21 OREGON HIGH SCHOOL NORDIC Recap of 2006-7 Revenue & ExpensesBudget Actual REVENUE Skier Fees 2,040Donations 3,040 MHNSF Grant 5,000 State Championship Banquet Fees 658 Race Day Skier Fees / t-shirts 197 Total Revenue 10,935EXPENSES OHSN State Championships Banquet (150 athletes & coaches at $10) 1,200 1,125 Racer Food ($150 day) 300 0 Awards (Top 10 Individuals, Top 3 Teams) 500 581 Racer Trail Fees (100 racers at $8 for 2 days) 1,600 0 Additional Grooming Fee 300 0 Porta Potties (3 units for 2 days) 180 145 T-Shirts 0 677 Signs 0 174 Cascade Middle School Rental 0 150 Race bibs 0 42 Total of State Championship 4,080 2,894One Time Start-up Costs Race Equipment Tent 200 488 Start/Finish Banners (2 @ $120 each) OHSN Banner (3- colors) 350 468 Feather Flags (3-colors, 3 @ $139 each) 417 0 Individual and Relay Bibs (150 bibs + relay bibs) 1,600 35 Tables (lightweight, portable) 100 0 Generator (gas powered, 3000 watts) 300 580 PA/Sound System 1,000 600 Misc 0 58 3,967 2,229 Organizational Costs Website construction 0 0 Incorporation 50 64 File & Secure Non-Profit Status 300 300 Checking account 0 22 350 386Annual Costs 1,545 1,545 Insurance( liability event insurance, practices and E & O) Website hosting 0 0 Mailbox 178 178 1,723 1,723Great Nordeen Fees 0 295 Bend JOQ Fees 0 365 Sunrise Village rental (Clinic) 0 75Total Expenses 10,120 7,966EXCESS OF REVENUE OVER EXPENSES (CASH IN BANK) 2,96922 23 24

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