PORTLUG BYLAWS

Article I: Legal Authority

PortLUG is chartered as a mutual benefit nonprofit corporation under and by virtue of the laws of the State of Oregon, as contained in Chapter ORS 65 of the General Statutes of Oregon (Nonprofit Corporation Act), and in accordance with Internal Revenue Code of 1986 Section 501(c)(7). – PENDING

Article II: Name and Location

Section 1: Official Name –PortLUG

Section 2: Assumed Name – For purposes of advertising and promotion, the corporation may at times utilize the assumed name of “Portland LEGO User Group” however, the official name shall remain the binding corporate name to transact business.

Section 3: Location – The principal office of the corporation and its registered agent shall be located in Wilsonville, Oregon, Clackamas County. This designation may be changed from time to time, only by official action of the Board of Directors, with the filing of an appropriate certificate with the Oregon Secretary of State

Article III: Purpose

Section 1: Mission – The purpose of the corporation is to foster innovation and imagination through cooperation and community around the LEGO hobby.

Section 2: Restrictions – No activity of the corporation shall: 1) Support political campaigns on behalf of any candidate for public office; 2) Restrict membership on the basis of race, religion, color, sex, marital status, familial status, national origin, age, mental or physical disability, sexual orientation, gender identity, source of income, or family or relationship structure­­; 3) Do anything to disqualify its status pursuant to 501(c)7 of the United States’ Internal Revenue Code.

Article IV: Membership

Section 1: Eligibility – Any person over the age of 18 expressing an interest in the LEGO hobby is considered eligible for membership. A member-in-good-standing shall: 1) Demonstrate regular attendance at monthly corporate (PortLUG) meetings; 2) Participate in at least one annual corporate event; 3) Have dues (if applicable) in a current, paid-up status. This will be defined and communicated by the Board of Directors prior to the annual election process. Membership is not transferable and does not allow any rights or interest in the assets or income of the corporation.

Section 2: Membership Fees – Membership shall be for a period of one calendar year, January 1 through December 31, or any portion thereof. Categories of membership and their respective fees shall be established by the Board of Directors.

Section 3: Voting Privileges – According to their category of membership, each member-in-good-standing shall have one vote on motions presented at the Annual Meeting and/or at any General Meeting when the Board brings a vote to the membership. The member attendance at a public meeting shall serve as a quorum for votes by the General Membership. Under special circumstances, the Board of Directors may meet by means of electronic conference with all members included simultaneously. No proxy votes are permitted, but online voting may be permitted for some motions.

Article V: Board of Directors

Section 1: Governance – The business, property and programs of this corporation shall be managed and controlled by a Board of Directors (Officers) consisting of not less than three (3) duly-elected voting members (see Article VII). The Board of Directors retains those powers granted under Oregon Statutes that permit all necessary and convenient actions to effect the approved purposes of the corporation (PortLUG).

Section 2: Terms of Office – Officers (other than Ambassador) shall be elected at the corporation’s Annual Meeting, and shall serve a first term of either one (1), or two (2) years, depending on what is needed to maintain staggered two-year terms of service for each approximate half of its membership. The Ambassador shall serve four (4) year terms. Each Officer must maintain member-in-good-standing status.

Section 3: Vacancies – Vacancies shall include both vacated and unfilled seats on the Board of Directors. Vacancies which occur on the Board shall be filled by the Board of Directors for the remainder of that seat’s existing term, whether resulting from a vacated or unfilled seat. A vacancy may be filled on an interim basis by an existing Board member until a suitable Officer can be appointed, or at a subsequent Annual Meeting of the corporation. Such Officers appointed for a term of less than two years shall then be eligible to serve for an additional term as defined in these Bylaws.

Section 4: Compensation – Officers shall be volunteers and shall receive no compensation for their services, except on occasion for certain expenses directly related to the mission and purposes of the corporation as may be approved by the Board of Directors.

Section 5: Commitment and Ethics Rule – Each Officer must maintain a high commitment to: 1) The stated mission and goals of the corporation (PortLUG); 2) Exhibit the highest ethical standards in the conduct of business as suggested among nonprofit organizations; 3) Adhere to the most recent Code of Conduct established by The LEGO Group. Those Officers brought into question under this rule shall have a hearing before a special committee of the Board of Directors and, when their behavior is judged to be in conflict with the mission or ethical obligations of their role, or found to be incompatible with the best interests of the corporation, shall be removed from the Board of Directors.

Section 6: Removal – Officers who consistently: 1) Fail to meet the needs of their role; and/or 2) Fail to attend regular Board and Member meetings; and/or 3) Fail to adhere to corporation ethics standards (Article V, Section 5), shall be considered for removal. Upon consensus of the majority of the remainder of the Board, the Director and/or Ambassador shall inform the Officer in question of their pending removal and allow them to appeal the decision. The remainder of the Board shall consider the appeal, and then take a formal vote on removal. If removed, the Officer must relinquish all corporation funds and/or materials in their possession to the next-highest ranking Officer on the Board of Directors.

Article VI: Board of Directors Meetings & Voting

Section 1: Annual Meeting – An Annual Meeting of the corporation (PortLUG) and its General Membership shall be held each year as part of the standard October PortLUG meeting.

Section 2: Meetings & Notice – As a minimum, regular meetings of the Board of Directors shall be held monthly according to a schedule announced by the Board Director and/or Ambassador. Special called meetings of the corporation shall be held at the discretion of the Director, or by a majority vote of the Board of Directors. Notices for such special meetings shall be provided by email, or other official communications channels (e.g., Discord), at least seven (7) days before the announced date, time, and location.

Section 3: Quorum & Voting – A simple majority of Directors being present at a Board meeting shall constitute a quorum for the simple majority vote required for action on motions. Each duly elected Director shall have one vote. Proxy voting shall not be permitted. Online and email voting may be permitted on certain motions at the discretion of the Board Director and/or Ambassador.

Article VII: Officer Elections

Section 1: Officer Elections and Terms – Election of Officers shall occur each year during the member nomination and voting process. Each Officer shall be elected by current PortLUG members-in-good-standing and serve for a period of two (2; Officers), or four (4; Ambassador) years. In some cases, to allow for staggered Officer openings, some terms may be reduced to one (1) year.

Section 2: Officer Candidates – All members-in-good-standing are eligible to apply to become Board of Director Officers, or to serve on any active committees. Members will be required to apply with the Board of Directors for open roles, and may be subject to an interview to ensure a proper fit for the role desired. An application for a Board of Directors role does not automatically qualify a member for a Board of Directors position.

Section 3: Officer Eligibility Requirements – At the discretion of the acting Board of Directors, to ensure the integrity and continuity of the corporation (PortLUG), the Board of Directors will evaluate Officer applicants based on the following criteria; The applicant: 1) Is a member-in-good-standing with the corporation; 2) Has the experience and/or skills to meet the needs of the desired role, in addition to supporting the wider needs of the corporation; 3) Demonstrates the desire to work productively and cooperatively with the Board of Directors, and the membership, for the betterment and enhancement of the corporation; 4) Demonstrates interest in upholding the corporation’s vision, values, and community guidelines; 5) Does not have conflicts of interest that would hinder and/or impede the work or mission of the corporation.

Section 4: Officer Candidates & Voting – Upon review of each candidate’s application and/or interview, as determined by a majority vote of the Board of Directors, those candidates will be placed on the annual Board of Directors ballot, to be voted on by all members-in-good-standing. Voting may be conducted electronically prior to the Annual Meeting, with election results announced at the Annual Meeting. Members voted into office will begin their terms on October 1, and proceed to serve through their designated terms of office.

Section 5: Continuous Terms – Any officer-in-good-standing is eligible to be placed on the annual Board of Directors ballot to continue serving in their existing role, or to serve in a different qualified role, with a majority vote of the acting Board of Directors.

Article VIII: Board of Directors Officers

Section 1: Officers – Officers of the corporation (PortLUG) may include a Board Director, an Assistant Director, an Ambassador, an Administrator, a Social Media Manager, a Website Manager, and a Treasurer, as well as any future needed positions (e.g., Events Manager) as determined by the Board. All such officers must be duly elected by the General Membership at an Annual Meeting. No single Board member shall concurrently hold more than one office, except in an interim role due to a vacancy or unfilled seat (see Article V, Section 3).

Section 2: Board Director – The Director shall preside at all meetings of the Board of Directors, exercise general oversight of corporate business, and perform such other duties as may from time to time be assigned by the Board of Directors. The Board Director, with assistance from the Board, will be responsible for setting the agenda for Board and General Membership meetings, and will coordinate member activities. The Director will serve as the main contact for all event coordination with external partners and agencies, and will lead, or assign leadership, of community events, displays, exhibits, and social activities. The Board Director will lead and/or advise on all General Membership communications, and work with the appropriate Directors (website, social media) to meet the needs of the corporation, and the expectations established by The LEGO Group.

Section 3: Assistant Director – Upon disability or absence of the Board Director, the Assistant Director shall perform the duties of the Board Director and such other duties as may be assigned by the Board of Directors. The Assistant Director’s primary responsibility shall be to assume leadership of community activities and social engagements as determined by the Board of Directors in accordance with the corporation’s activity/social calendar.

Section 4: Administrator – The Administrator shall record the minutes of all meetings of the Board of Directors and the General Membership, maintain records of committee meetings, oversee the maintenance of membership lists, provide for the safekeeping of all official contracts, property, and records of the corporation. The Administrator shall: 1) Deliver General Membership meeting minutes to the Director and Ambassador within two weeks following each monthly meeting; 2) Post Board of Directors meeting minutes to the corporation’s shared drive within two weeks following each meeting.

Section 5: Treasurer – The Treasurer shall be responsible for the prompt deposit of all receipts, an accurate accounting of income and expenditures, and shall present a written financial report to the Board of Directors at quarterly meetings (October, January, April, July). The Treasurer shall maintain the financial records of the corporation using acceptable accounting practices, and shall perform those other duties (e.g., annual tax filings) inherent to the office of Treasurer. The Treasurer will also be responsible for sourcing and/or maintaining revenue streams (PortLUG Swag Shop, affiliate partners, fundraisers, etc.) as determined by the Board of Directors.

Section 6: Ambassador – The Ambassador shall serve as the main point of contact between the corporation (PortLUG) and The LEGO Group. It is the duty of the Ambassador to represent the corporation in the LEGO Fan CoLab, and keep the Board of Directors informed of updates, news, changes, and opportunities regarding the The LEGO Group and the LEGO Fan CoLab. The Ambassador will ensure that the corporation continues to meet all requirements for participation in the LEGO Fan CoLab. The Ambassador will serve as the main coordinator and point-of-contact for all participation in LEGO Fan CoLab opportunities (e.g., LUGBulk, Project Support, Creative Boost, etc.).

Section 7: Social Media Manager – The Social Media Manager shall be responsible for maintaining the content feed on the corporation’s active social media accounts (e.g., Instagram, Facebook, Discord, etc.). The Social Media Manager shall work with the Board Director, and other members of the Board as needed, to develop and maintain an engaging content feed that adheres to the corporation’s mission (Article III), and meets the needs and requirements of The LEGO Group, partner organizations, and events. The Social Media Manager shall work in cooperation with the Website Manager to ensure the corporation stays up-to-date on the latest events and interests as pertains to the corporation’s members and audience.

Section 8: Website Manager – The Website Manager shall maintain and administer the corporation’s official website and associated domain, hosting, and technical services. The Website Manager shall keep website content reasonably current, accurate, and consistent with the corporation’s mission and official communications, and coordinate with other officers to ensure material information remains consistent across official channels. The Website Manager shall administer website-related services within the Board-approved budget, report material costs or risks to the Board, and maintain sufficient documentation to ensure the corporation can promptly retain or transfer control of relevant accounts and administrative access upon a vacancy or conclusion of the Website Manager’s term.

Article IV: Officer Expectations

Section 1: Attendance – Each Officer is expected to attend most Board of Directors meetings, special Board meetings, and the corporation’s Annual Meeting. Officers are also expected to attend, within reason, all General Membership meetings of the corporation. Each Officer should have the appropriate information and updates ready for Board of Directors meeting, either in person, or electronically if unable to be present, to ensure that the Board is consistently making progress towards set goals, and allowing the Board to demonstrate progress to the General Membership. Directors with THREE (3) consecutive absences, as determined by the remainder of the Board, shall be considered for removal and/or replacement from the Board of Directors (per Article V, Section 6).

Section 2: Representation – As part of the expectation set forth by the LEGO Fan CoLab, in order to: 1) Maintain the corporation’s active status in the CoLab; and 2) Represent the corporation in all public appearances, each Officer should wear appropriate attire to all General Membership meetings, corporate public events, and activities. Suggested appropriate attire is the official PortLUG Member/Staff shirt, but may also include any licensed LEGO apparel, and/or PortLUG apparel offered through the PortLUG Swag Shop. The wearing of Brick Badges with the Officer’s name is also encouraged.

Section 3: Event Participation – Each Officer is expected to participate and/or assist with a minimum 50% of all Board-approved events and membership activities (e.g., Fan Expo, Rose City Comic Con, Westside Comic Con, other events, exhibits, etc.). Additionally, all Officers are expected to: 1) Provide leadership assistance with at least one (1) large-scale event or convention per year of service; 2) Lead and/or assist with at least one (1) small-scale event or social activity per year of service.

Section 4: Communications and Technology – Each Officer must learn and use the corporation’s communications, task management, and social media toolset. Appropriate Officers will provide education and support on the use of the tools in order to help Board members overcome obstacles to achieving goals, as well as help eliminate redundant efforts.

Section 5: Engagement and Advocacy – Each Officer is encouraged to seek out new public engagement opportunities for the corporation (PortLUG), and to foster the growth of the PortLUG community and its membership, in accordance with the rules and expectations of The LEGO Group and the LEGO Fan CoLab. Board members are also encouraged to participate in the curation of vendor partners, meeting locations, and assist with the acquisition of needed supplies and/or assets.

Section 6: Communications Standards – When communicating with the public in a capacity that is representing the corporation (PortLUG), all Officers should ensure that any/all communications align with: 1) The corporation’s stated mission (see Article III); 2) The corporation’s Code of Conduct; 3) The expectations and rules set forth by the The LEGO Group and the LEGO Fan CoLab. If expressing a personal opinion, especially on controversial topics, always make a distinction that it is a personal viewpoint and you are not representing PortLUG and/or The LEGO Group/Fan CoLab.

Article X: Committees

Section 1: Ex Officio Board Members (Committees) – Advisory members and/or special project committees or subcommittees may be established by the Board of Directors as deemed necessary for the efficient operation of the corporation. Each committee shall advise the Board of Directors on matters related to achieving the stated mission and goals of PortLUG.

Section 2: Committee Selection – Committee members shall be appointed by action and/or election of the Board of Directors to serve for a period of one (1) year, or as long as the need/project dictates. General Members may apply for, and/or express interest in participating, in any corporate committee opportunities.

Section 3: Ongoing Committees – These committee members (e.g., Steering Committee) shall serve for a period of one (1) year, or any portion thereof, until the next Annual Meeting at which time their status can be renewed.

Section 4: Committee Voting – Ex officio members do not vote on Board motions. Committee member service shall not restrict eligibility for election as a voting Officer of the corporation.

Article XI: Finance and Audits

Section 1: Fiscal Year – The Corporation’s financial year shall commence on January 1 and end on December 31 of each calendar year.

Section 2: Funds and Property ­– All funds and property held by the corporation are maintained in trust for the purposes authorized in its charter and only in accordance with its official Mission and Goals. Bequests, gifts, and donations must first meet published corporation guidelines. Any Officer, volunteer, or agent who has custody of corporation-owned property shall be responsible for ensuring that such property is protected by appropriate insurance coverage against loss, theft, or damage while in their custody, unless the Board of Directors has made other arrangements.

Section 3: Records and Reports – Finances of the corporation shall be maintained in accordance with generally accepted accounting principles and its records shall be kept in such manner as to facilitate the preparation of quarterly financial reports for the Board of Directors and membership.

Section 4: Audits – The financial statements of this corporation shall be audited periodically as determined by the Board, or at the resignation of the Treasurer. Such audit shall be made by a competent, certified public accountant of recognized standing who is not an Officer of the corporation. Upon written request, audit reports shall be made available to corporation General Members, and to any appropriate judicial authority.

Article XII: Dissolution of the Corporation

Section 1: Dissolution Rule – Following an affirmative vote in favor by two-thirds (2/3) of the corporation’s members-in-good-standing, the Board of Directors shall call a special meeting for the sole purpose to voluntarily dissolve this corporation. At that time: 1) All assets and funds, after all liabilities and obligations have been paid, shall be promptly transferred equally to all members-in-good-standing; 2) All documents and meeting minutes shall be turned over to the last serving Director or Ambassador who will serve as Custodian of the corporation’s records; 3) All website and social media assets will be archived and no longer serve a member/public function, with all relevant data, permissions, and assets documented and turned over to the Custodian. In this rule, every attempt will be made to satisfy the corporation’s mission

Section 2: Optional Rule – In the event no Board of Directors exist, or the Board of Directors refuse or fail in a reasonable period to dissolve the corporation, upon application by any officer or member, the Clackamas County Circuit Court shall dissolve the corporation in a manner consistent with the above rule, and in accordance with ORS Chapter 65.

Article XII: Amendments

Amendments may be adopted at any meeting at which a quorum is declared present, provided appropriate notice of the amendment is provided all members at least ten (10) days prior to said meeting. Amendments to these Bylaws require two-thirds (2/3) approval by those members present and voting. Such amendments take effect as stated in the original motion.

HISTORICAL NOTES:

Adopted by Board of Directors, First Draft; May 2026

Revisions reviewed by Board of Directors, Final Draft: July 2026

Revisions reviewed by Board of Directors, Final Draft 2: August 2026

Revisions approved by Board of Directors, Final Draft 2: August 2026

Amendments reviewed by Board of Directors, Final Draft 3: August 2026

Revisions approved by Board of Directors, Final Draft 3.1: August 2026