Friends

of Occupy P ortland Amendments to bylaws Approved by the Board of Directors, Feb. 5, 2014

Strike-through means deletion. Italic means addition.

Sections without change are not shown.

ARTI CL E I M EETI NGS Section 3. Notice. Written notice of all meetings shall be provided under this section or as otherwise required by law. The Notice shall state the place, date, and hour of meeting, and if for a special meeting, the purpose of the meeting. Such notice shall be mailed to all directors of record at the address shown on the corporate books, at least 10 days prior to the meeting. Such notice shall be deemed effective when deposited in ordinary U.S. mail, properly addressed, with postage prepaid. (a) Notices may be sent and be considered validly served by alternative means, such as hand-delivery, fascimile, courier service, and electronic notice, if a director consents to alternative notices in advance. "Ordinary United States mail" or "ordinary U.S. mail" in all foregoing sections shall be understood to include, and may be substituted by, such alternative means of notice, if a recipient director had expressed consent to hand-delivery, fascimile, courier service, or electronic notices, in advance.

Explanatory notes (not part of the amended bylaws): This amendment would permit the use of hand-delivered notes, email, social media, and other non-postal modes of communications for official meeting notices, provided that you opt-in to alternative notices in advance. If you opt-out, we will still have to mail you a notice to an address on file, or if no address on file, to 1131 SE Oak St. (and will cost FOOP a First-Class stamp).

ARTI CL E I I DI RECTORS

Section 1. Number of Directors. The organization shall be managed by a Board of Directors consisting of 5 directors at minimum, and 10 directors at maximum. 5 director(s).

Explanatory notes: This change would build some flexibility in the board

structure, and also opens doors to infusion of diversity, new ideas and energies, as well as allowing incoming new directors sufficient time to acclimate themselves to our corporate culture, which is important to maintain both continuity and stability of the organization. This measure also ensures that our board meetings would have a quorum. Currently we have five members with two members who have difficulties attending meetings on a regular basis. This means we could have one more member absent and we would not have a quorum. This amendment can increase the chance of having a valid meeting.

Section 2. Election and Term of Office. The directors shall be elected at the annual meeting. Each director shall serve a term of one year year(s), or until a successor has been elected and qualified.

Explanatory notes: Typographical clean-up.

(a) A new director may be nominated by any two directors or by a recommendation of an ad hoc nomination committee, and be inducted into a vacant seat by two-thirds (2/3) vote of the existing directors. (b) At least one member of an ad hoc nomination committee shall be a director of this organization. (c) Members of an ad hoc nomination committee shall be volunteers, and, as far as practicable, shall reflect and represent a broad spectrum of this organization's constituent communities and demographics.

Explanatory notes: This addition to Section 2 addresses the procedure for nominating new members -- a topic of discussion at a previous board meeting. Method A: Two board members nominate a new member to the board, 2/3 of existing board members vote them in. Method B: An ad hoc nomination committee is formed for the sole purpose of finding and nominating a candidate (and is disbanded when the task is done). At least one member of the nomination committee is a board member. The board acts on nomination by 2/3 vote of the existing board.