Christmas Ships Bylaws

1. Adopted May 17, 2017 Page 1
BYLAWS
OF
CHRISTMAS SHIPS, INC.
A Nonprofit Corporation
These Bylaws replace and supersede all previous such documents
Registry Number: __________________
ARTICLE 1. NAME, LOCATION and FISCAL PERIOD
The name of the corporation is Christmas Ships, Inc., also referred to herein as the Corporation.
The principal office of the corporation shall be in, Portland, Oregon, or as designated by the
Board of Directors from time to time. The corporation may have other such offices as the Board
may designate. The organizations Fiscal Year shall be October 1 through September 30, of each
year.
ARTICLE 2. PURPOSE
The mission of the Corporation is to define, support, and promote policies and activities which
contribute to the cultural enhancement of Oregon and Washington, and to undertake and
participate in projects and activities which provide such cultural enhancement. One such
project and activity is the organization and production of an annual decorated boat parade to
take place on the Columbia and Willamette Rivers.
To support its missions, the Corporation shall engage, as needed, in research, information
sharing, skills development, safety training and the implementation of other training projects
and programs. This Corporation is organized exclusively for, and shall operate within, the
purposes that qualify as exempt under section 501(c) (4) of the Internal Revenue Code, or the
corresponding section of any future federal tax code. In connection with the missions of the
corporation, the corporation shall be authorized to take any or all of the following actions, as
well as other actions consistent with the missions:
 To promote the dissemination of information about the corporation and its cultural
enhancement activities and plans.
 To loan available information and films to interested persons.
 To promote training and education.
 To increase access to funding for cultural enhancement activities.

2. Adopted May 17, 2017 Page 2
 To solicit and receive funds and equipment and to enter into such contracts, as may
be necessary or appropriate to accomplish the foregoing purposes and missions.
 To maintain planning and evaluation of the Corporation's mission.
 To increase public awareness of, need for, and impact of cultural enhancement
activities.
 To pursue effective collaborative efforts with organizations and groups in
furtherance of the forgoing purposes.
The Corporation does not discriminate on the basis of financial need, race, color, religion, sex,
national origin, age, marital status, sexual orientation, or political belief.
ARTICLE 3. BOAT OWNER PARTICIPANTS
Boat owner participants are defined as persons who have decorated their vessels and operated
their decorated vessels, in the most recent annual decorated boat parade in a manner which is
satisfactory to the Board of Directors. Further the boat owner must have participated in at least
two parade nights in that same year.
Participants defined in this section are NOT intended to be Commercial Enterprises.
Christmas Ships Inc. is not a membership organization and therefore has no members.
ARTICLE 4. BOARD OF DIRECTORS
A. Directors.
The Board of Directors shall consist of not less than five (5) and not more than eleven
(15) Directors (including the 4 Officers). The number of Directors may be established by
the Board of Directors from time to time. The number of Directors shall always be an
uneven number to avoid the possibility of a tie on any vote before the Board. Except as
provided herein, no person shall be eligible to serve on the Board of Directors or to
serve as the President unless his or her name has first been recommended by a majority
of persons attending a meeting, called by the President, whether a Board meeting or
boat owner participants, of the most recent annual decorated boat parade.
Such meeting of the participants shall take place in the months of February or March of
each year. Persons who have most recently served in the officer positions of President,
Vice President, Secretary, and Treasurer over the year preceding each Annual Meeting
of the Board of Directors shall automatically be members of the Board of Directors for
the one (1) year period beginning at the Annual Meeting after their terms of office have
ended, without election by the Board of Directors and without meeting other eligibility

3. Adopted May 17, 2017 Page 3
requirements.
B. Terms of Office.
All Members of the Board of Directors shall be elected for a term of three (1) year. Each
Member of the Board of Directors shall hold office until the end of the next Annual
Meeting following the end of each Directors term, or until his or her successor has been
elected and qualified pursuant to these Bylaws, whichever occurs first. Newly elected
Members of the Board of Directors shall assume their offices at the end of the meeting
at which they were elected, unless otherwise stipulated by the Board of Directors prior
to the election.
C. Board Chair/Presiding Officer
The first order of business for a newly elected Board of Directors shall be to elect a
President. The President shall serve for a one (1) year term which shall terminate at the
time of selection of a successor by the newly elected Board of Directors following the
next Annual Meeting. The President will preside at all board meetings if he or she is
present, but shall be permitted not to preside at any meeting at his or her option. If the
President is absent or chooses not to preside over any meeting, then the Vice President
shall assume the Presidents duties for that meeting. If vacancy occurs in the office of
President, or if the Board of Directors is not able to agree on a President in the meeting
immediately following the Annual Meeting, a President shall be elected at the next
meeting of the Board of Directors.
D. General Powers.
The Board of Directors shall have the power and authority to control and manage the
affairs and business of the corporation. The Board of Directors may adopt such rules and
regulations for the conduct of their meetings and the management of the Corporation
as they may deem proper, not inconsistent with these Bylaws and the laws of the state
of Oregon. Except as otherwise provided in these Bylaws or in the Articles of
Incorporation, the Board of Directors at a duly organized meeting may transact 'business
by majority vote of the Board of Directors present until adjournment, provided that a
quorum existed at the time the meeting was called to order.
Additionally the Board shall develop, through its committees, a set of Administrative
Rules which will provide procedures for:
 selection of the Fleet Leaders
 selecting a Webmaster
 responsible persons to issue official communications
 selecting Chairpersons for Committees

4. Adopted May 17, 2017 Page 4
 for discipline or removal of individual participants.
E. Regular and Annual Meetings.
The Annual Meeting of the Board of Directors shall be held each year at the First Board
meeting following the Annual Boat Owner Participants meeting, and shall take place not
less than ten (30) calendar days after the meeting of the boat owner participants of the
most recent annual decorated boat parade, which meeting is required to be called by
the President each year. The Board of Directors may provide, by resolution, the time
and place for holding the Annual Meeting and additional regular meetings without
notice other than such resolution. At the Annual Meeting, the Board of Directors shall
be elected. Immediately following the Annual Meeting, the newly elected Board of
Directors shall meet and elect officers for the coming year. Unfilled or vacant officer or
director positions may be filled at any other meeting of the Board of Directors by
majority vote of those Directors present at that meeting.
F. Special Meetings.
Special meetings of the Board of Directors may be called by or at the request of the
President or any three (3) Directors. A brief statement of the purpose(s) of such special
meeting shall be included in the notice of a special meeting provided, in writing to the
Board of Directors. No business other than the matters specified in such notice shall be
transacted at a special meeting unless all of the Board of Directors, and not only those
Directors who are present, agree by unanimous consent.
G. Telephone Conference Meeting.
Any Annual Meeting or any regular or special meeting of the Board of Directors may
occur by means of conference telephone or similar communications equipment allowing
all persons participating in the meeting to communicate with each other. Participation
in such meeting shall constitute presence in person at the meeting. Additionally e-mail
can be used for such communication
H. Meeting Notices.
Written notice of the Annual Meeting and all special meetings shall be mailed, or
personally delivered to all the Board of Directors at least seven (7) days prior to the
meeting date. The notice shall contain the date, time, and location of the meeting. If
mailed with the address provided by the Director to the Corporation and proper
postage, notice is deemed to be delivered upon deposit in the United States mail.
Notice of the regular Board meeting can be mailed, e-mailed, text messaged or
personally or electronically delivered to all the Board of Directors at least seven (7) days
prior to the meeting date. The notice shall contain the date, time, and location of the

5. Adopted May 17, 2017 Page 5
meeting.
I. Quorum.
At any meeting, a majority of the Board of Directors shall constitute a quorum for the
purposes of transacting corporation business. If a quorum does not exist, the Board
members present may adjourn the meeting to another time, date, and place, but
written notice thereof shall be provided to all Directors as if the reconvened meeting
was a new special meeting.
J. Action without a Meeting.
Any action that may be taken at a meeting of the Board of Directors also may be taken
without a meeting provided that the action is set forth in writing and to the action is
signed by all of the Board of Directors.
K. Nomination of Board Members.
New Board members will be nominated by the existing Board. Nominations must be
made at least ten (10) calendar days prior to the Annual Meeting. The secretary shall
send out written notice of the slate of nominees, to the existing Board of Directors and
the current boat owner participants, along with the notification of the Annual Meeting.
An opportunity shall be given for nominations from the floor at the Annual Meeting.
Individuals may be nominated only after they have consented to serve, either in writing
or in person at the Annual Meeting.
L. Elections of Board Members.
The President shall conduct the elections, or, in the case of conflict of interest, may
delegate this duty. If requested, a ballot vote shall be taken.
M. Vacancies and Newly-Created Directorships.
Any vacant or newly-created directorship occurring between Annual Meetings may be
filled for the unexpired part of the term by a person agreed upon by a majority of the
remaining Directors.
N. Removal of Directors.
Any Director may be removed, either with or without cause, at any time by a vote of a
2/3 simple majority of all the remaining Directors, at any meeting called for that
purpose or at any Annual Meeting.
O. Resignation.
Any Director may resign at any time by giving written notice to the President. Unless
otherwise specified in the notice, the resignation shall take effect upon receipt of the

6. Adopted May 17, 2017 Page 6
notice by the President, and the acceptance of the resignation shall not be necessary to
make it effective. Once delivered, a resignation is irrevocable, unless revocation is
authorized by the Board of Directors. Once a resignation is received, immediate notice
thereof shall be provided to the Secretary, and the Secretary shall provide written
notice thereof immediately to all Directors.
P. Conflict of Interest.
Board members shall fully disclose the specific nature of any potential conflict of
interest on matters being considered by the Board. No Board member shall vote on any
matter in which said member or any parent, spouse, child, partner, employer, business
in which such person has an ownership interest directly or indirectly, or similarly related
person or entity has a substantial interest in any property or business that would be
substantially affected by such action, and such votes must be by secret ballot. No special
considerations, prices, or terms shall be given by the Corporation in connection with
dealings involving such persons or entities, and all dealings must be on a competitive
basis with the Corporation receiving the best possible price and terms taking into
consideration the quality of goods and services involved.
Q. Compensation.
Directors and Officers shall not be compensated for their services as Directors and
Officers. Directors and Officers are prohibited from accepting any form of payment
other than travel expenses, and from gaining any monetary advantage as a result of
participating on the corporation's Board of Directors or as Officers.
R. Proxies.
Members of the Board of Directors shall not be authorized to designate or appoint
proxies to vote for them at any meeting.
ARTICLE 5. OFFICERS
A. Officers. The Officers elected by the Board of Directors shall be the President, a
Vice President, a Secretary, a Treasurer, and such other Officers as the Board shall designate
from time to time. Any Officer may hold one or more offices and may also be a Director. The
President also may serve in any Officer position.
B. Appointment and Term of Office. Officers may be elected by the Board of Directors at
any meeting. Each Officer shall serve for a one (1) year term or until his or her successor
shall have been duly elected and qualified, or until his or her removal, resignation, or death,

7. Adopted May 17, 2017 Page 7
whichever occurs first.
C. Duties of Officers. The responsibilities of the Officers are as follows:
i. President. The President shall be the Chief Executive and the principal
operating Officer of the Corporation and, subject to the control of the Board of
Directors, shall supervise and control all the day to day business and general affairs of
the Corporation. The President shall perform all duties incident to the office of President
or prescribed by the Board of Directors and insure that any decisions of the Board are
carried out properly. He or she may sign, as well as any other person approved by the
Board of Directors may sign, any contracts, deeds, mortgages, bonds, or other
instruments which the Board of Directors has authorized to be executed, except in
cases: where the signing and execution thereof shall be expressly delegated by the
Board, by these Bylaws, or by law to some other Officer or agent of the Corporation or
in some other manner required.
ii. Vice President. In the absence of the President or in the event of their inability or
refusal to act, the Vice President shall perform the duties of the President and, when so
acting, shall have all the accompanying powers and be subject to all the restrictions. The
Vice President shall perform any other duties assigned to him or her by the President, or
the Board of Directors.
iii. Secretary. The Secretary shall insure that an accurate record of minutes for
all Board meetings is kept in one or more books provided for that purpose. The
Secretary - shall maintain an updated list of all Board members and their addresses,
insure that proper notice is given for all meetings at least seven (7) days prior to such
meeting, unless otherwise provided in these Bylaws, and assist with correspondence
responsibilities as needed. The Secretary is also the custodian of the corporation records
and is responsible for any other duties assigned from time to time by the President or
the Board of Directors.
iv. Treasurer. The Treasurer shall supervise the handling of all funds or other
finances of the Corporation and, in general, perform all duties incident to the office of
Treasurer or as assigned by the President or the Board of Directors from time to time.
These duties include maintenance supervision of the preparation of the financial records
of the Corporation in accordance with sound accounting practices, state and federal
law, and any procedural guidelines established by the Board. The Treasurer also shall
receive and give receipts for monies due and payable to the Corporation from any
source whatsoever, and deposit all such monies in the name of the Corporation in such
banks, trust companies, or other financial institutions as shall be selected by the Board

8. Adopted May 17, 2017 Page 8
of Directors or in accordance with these Bylaws.
D. Removal. Any Officer appointed by the Board of Directors may be removed by the
Board of Directors by a majority vote at any time, with or without cause.
E. Resignation. Any Officer may resign at any time by giving written notice to the
President. Unless otherwise specified in the notice, the resignation shall take effect
upon receipt of the notice by the President, and the acceptance of the resignation shall
not be necessary to make it effective. Once delivered, a resignation is irrevocable, unless
revocation is authorized by the Board of Directors. Once a resignation is received,
immediate notice thereof shall be provided to the Secretary, and the Secretary shall
provide written notice thereof immediately to all Directors.
F. Vacancies. A vacancy in any office because of death, resignation, removal, or
otherwise shall be filled for the unexpired part of the term by a person agreed upon by a
majority of the Board of Directors.
ARTICLE 6. CONTRACTS, CHECKS, AND DEPOSITS
A. Contracts. The Board of Directors may authorize one or more Officers or
agents to enter into any contract or execute and deliver any instrument in the name
of and on behalf of the Corporation, and such authority may be general or confined
to specific instances.
B. Checks, Drafts, Etc. All checks, drafts, or other payments of money, notes, or
other evidences of indebtedness issued in the name of the Corporation shall be
signed by an Officer or agent of the Corporation in a manner determined by
resolution of the Board of Directors from time to time.
ARTICLE 7. WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be given to any
Director or Officer of the Corporation under the provisions of these Bylaws or under the
provisions of the Articles of Incorporation, a written waiver of that notice signed by the persons
entitled to such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.

9. Adopted May 17, 2017 Page 9
ARTICLE 8. AMENDMENTS OF THE ARTICLES OF INCORPORATION OR BYLAWS
The Articles of Incorporation may be amended only by a vote of a majority of the entire
elected Board of Directors, at any meeting, provided that written notice of the proposed
amendment and explanatory materials have been delivered to all Directors at least seven (7)
calendar days prior to the meeting. The Bylaws may be amended only by a vote of a majority of
the elected Board of Directors at any meeting, provided that written notice of the proposed
amendment and explanatory materials have been delivered to all Directors at least seven (7)
calendar days prior to the meeting.
ARTICLE 9. DISSOLUTION
A decision to dissolve the Corporation and to distribute the assets in particular manner
requires a vote of two-thirds (2/3) of the entire Board of Directors at a Special Meeting called
for the purpose of dissolution. Written notice of such a meeting shall include a full description
of the plan for dissolution and shall be given to all members of the Board of Directors of the
Corporation at least thirty (30) calendar days prior to such meeting. Upon dissolution, the
assets of the Corporation shall be distributed as follows:
Except as provided in the Articles of Incorporation, upon the dissolution of the
Corporation, assets shall be distributed to a 5O1(c)(3) or 5O1(c)(4) organization approved by
the Board of Directors for one or more exempt purposes within the meaning of sections
5O1(c)(3) and 5O1(c)(4) of the Internal Revenue Code, or the corresponding section of any
future federal tax code, or shall be distributed to the federal government, or to the state or
local government, for a public purpose. Any such assets not so disposed of shall be disposed of
by a Court of Competent Jurisdiction of the county in which the principal office of the
Corporation is then located, exclusively for such purposes or to such organization or
organizations, as said Court shall determine, which are organized and operated exclusively for
such purposes.
ARTICLE 10. LIMITATION OF DIRECTOR LIABILITY
No Director or Officer shall be personally liable to the Corporation for monetary
damages for conduct as a Director or Officer, except for:
A. any breach of the Director's or Officer's duty of loyalty to the Corporation;
B. acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law ;
C. or any unlawful distribution; or

10. Adopted May 17, 2017 Page 10
D. any transaction from which the Director or Officer derived an improper benefit.
ARTICLE 11. DIRECTOR AND OFFICER INDEMNIFICATION
A. In all cases the Corporation shall indemnify from personal liability and defend within
its capacity at the time of indemnification any individual who is made a party to any
legal proceedings because that individual is or was a Director, Officer, employee, or
agent of the Corporation if the Board of Directors determines that:
i. the conduct of the individual was in good faith;
ii. the individual reasonably believed that his or her conduct was in the best
interest of the Corporation, or at least not opposed to its best interest; or
iii. in the case of any criminal proceedings, the individual had no reasonable
cause to believe his or her conduct was unlawful.
B. The Corporation may not indemnify a Director or Officer:
i. in connection with a proceeding by or in the name of the Corporation in
which the Director was adjudged liable to the Corporation; or
ii. 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.
ARTICLE 12. COMMITTEES
The Board of Directors from time to time may appoint one or more committee or committees
for purposes established by the Board. The Board may delegate authority to such committees
to act on behalf of the Corporation for limited purposes. Each committee shall report to the
Board at each regular and annual meeting regarding all actions taken by that committee
subsequent to the last regular or Annual Meeting.
Each member of the Board of Directors shall serve on at least one (1) of the following
committees. That Board member may function as the chair or if the committee so chooses;
simply sits as a member of the committee.
The Corporation shall maintain the following standing committees who shall develop
Administrative Rules for the development of areas for which the committee is responsible:
A. Public Relations/Events/ Correspondence /Marketing Committee. The Committee
includes fundraising and moorage and is charged with promoting and developing the
marketing of the Corporation and providing programs to develop public relations.

11. Adopted May 17, 2017 Page 11
This Committee is charged with the creation and maintenance of fund raising activities
and other resource development to further the goals of the Corporation.
Additionally this committee shall be responsible for official correspondence of the
organization.
The committee shall also be responsible for obtaining Moorage for the participants, at
various moorage sites, during the parade season.
B. Finance/Budget/Audit Committee. The Finance/Budget/Audit Committee is charged
with overseeing the financial operations of the Corporation.
The Treasurer shall be a member of the Finance Committee but shall abstain from
voting on issues of the Audit portion of this committee. Responsibilities of the Treasurer
shall include the development of a Budget which shall be approved by the Board of
Directors. There shall be an annual Audit conducted by the Committee and there shall
be a report of the outcome of the Audit to the Board.
C. The Nominating Committee assists the Board of Directors by preparing a slate of
recommended nominees for Open Board Member positions that become vacant at the
next annual meeting of the organization. The Nominating Committee further assists the
Board of Directors by recommending individuals available to commit to holding a Board
position according to the Bylaws.
D. Awards Committee is charged with developing awards for contributors in a variety of
methods of support of the organization. The committee shall establish, subject to Board
approval, categories for awards and type of awards.
E. Safety/Training Committee shall be tasked with developing training programs for
individuals who participate in Christmas Ships.
Safety is the top priority of the organization; therefore this committee shall develop
proper training for all boat owner participants, to ensure the safe operation of all boat
owners during the parade season. These programs should be identified, developed,
offered to individuals who participate or plan to participate in the activities of the
organization.
This committee shall develop rules and minimum requirements for boat owners to
participant in the Christmas Ships parades.
A Mentorship program should be made available as needed for new boat owner
participants.
F. Website/Webmaster
This committee shall include the Webmaster of Christmas Ships, who is appointed and
approved by the Board of Directors.

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G. Parliamentarian/By-Laws
The Board of Directors shall appoint a Parliamentarian. The rules contained in the
current edition of "Roberts Rules of Order" shall govern Christmas Ships Inc. in all
parliamentary situations that are not otherwise provided for in the Constitution or By-
Laws
These Bylaws were adopted by the Board of Directors of the corporation on the 17th
day of
May, 2017.
Secretary