Bylaws #

Source: OASIS Open Bylaws. Approved December 17, 2020.

Overview #

The OASIS Bylaws are the governing corporate document of OASIS Open, a Pennsylvania domestic non-profit corporation organized under Section 501(c)(6). This page summarizes the provisions most relevant to staff. The full bylaws govern all matters of corporate structure and authority; staff should consult the (Interim) ED or legal counsel for any questions about their application.

Corporate Structure #

OASIS is governed by a Board of Directors of between one and eleven members, each representing a different member organization. Directors serve two-year staggered terms and are elected annually in June by voting members. The Board exercises all corporate powers, oversees officers and agents, and meets at least four times per year.

Officers include a President, Secretary, and Treasurer. The President supervises corporate affairs and executes contracts authorized by the Board. Officer compensation is set by Board resolution and must represent reasonable compensation for services advancing organizational purposes.

The fiscal year runs January 1 through December 31.

Membership #

OASIS has two classes of members: voting and non-voting. Any organization or individual supporting OASIS objectives may apply for membership by submitting a written application and paying dues. Membership is non-transferable. Members may be expelled for conduct materially prejudicial to the organization, following a notice and hearing process.

Net earnings of the corporation may not be distributed to members, directors, officers, or employees. All surplus revenue supports operational purposes.

Staff Authority #

The President may confer duties on designated staff with Board approval. Staff act under authority delegated by the Board or officers — no staff member has independent authority to bind the corporation except as expressly authorized.

Checks, drafts, and payment orders are signed by the Treasurer or President (or designated staff per Board resolution). Expenditures exceeding Board-established thresholds require countersignature.

Records and Reporting #

Staff maintain corporate records at the principal office, including board and committee minutes, financial records, and membership records. An annual report is distributed to Directors within 120 days of fiscal year-end.

Indemnification #

The corporation indemnifies Directors, officers, and may indemnify other employees and agents against expenses, judgments, fines, and settlements arising from actions taken in good faith in furtherance of organizational interests. The Board may purchase liability insurance for Directors, officers, employees, and agents.

Amendments #

Bylaw amendments generally require either voting member approval or Board approval. Amendments materially affecting member voting rights always require member approval.