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HomeMy WebLinkAboutGrant Request - Deschutes Economic AllianceEconomic Development Fund Discretionary Grant Program Organization: Deschutes Economic Alliance Organization Description: This organization of local, private sector business and community leaders seeking a vision for Deschutes County's economic future that utilizes regional strengths, but provides greater economic stability for sustainable growth. The organization will collaborate with existing organizations to create and implement a strategy for the community's economic future with the guidance of independent, internationally renowned economic development experts. The strategy will be driven by empirical data with discrete actions for implementation and objective measures of success. The goals for the organization are: • To provide a common vision and collaborative framework for the economic future of Deschutes County • To aid in the diversification of the local economy • To attract and develop environmentally and economically sustainable jobs • To encourage innovation and entrepreneurship • To improve the stability and quality of life for community members through the availability of attractive, well -paying jobs • To promote and improve the image and visibility of Deschutes County as a business and family -friendly region. Project Name: Regional Economic Development Plan Project Description: Contract with Praxis Strategy Group to develop a regional economic development plan to help diversify and grow the economy. Project Period: January 1 — December 31, 2010 Amount of Request: $25,000 Previous Grants: None Lltit ALLIANCE July 2, 2010 Commissioner Tammy Baney Commissioner Dennis R. Luke Commissioner Alan Unger Deschutes County Board of Commissioners 1300 NW Wall Street Bend, OR 97701 Re: Deschutes Economic Alliance Dear Commissioners: Please fmd the attached Deschutes Economic Alliance Discretionary Grant Program. As you know, the DEA leaders in an effort to diversify the local economy and County. (DEA) application for the Deschutes County is a grassroots effort organized by local business create economically sustainable jobs for our The DEA has requested the help of Delore Zimmerman and the Praxis Strategy Group to study our communities and develop an economic plan specific to our region's strengths. Zimmerman and his group have agreed to work with the DEA; as such, we are requesting a grant from Deschutes County to aid with the expense of contracting with Praxis. Please fmd the attached grant application, explanation of use of funds (as requested on the application), and additional information about our organization. The Alliance is happy to provide further information upon request. We look forward to working with you and the Deschutes County while we forge a new and sustainable path toward regional economic diversification. incerely, wnae Hunter oard Member lhunter@huntenproperties.info 1 JUL - 7 2010 BOA D [ t COMMISSIOPIERs A:3t'6i41$i�l1sUG'!1� I o / ,i [(Doi() I c Deschutes County Board of Commissioners 1300 NW Wall St., Bend, OR 97701-1960 (541) 388-6570 - Fax (541) 385-3202 - www.deschutes.org DESCHUTES COUNTY DISCRETIONARY GRANT PROGRAM APPLICATION Direct Application to: Commissioner Tammy Baney Commissioner Dennis R. Luke Date: IIIb/10I Project Name: Project Beginning Date: Amount of Request: Commissioner Alan Unger All Three Commissioners 6.pcbis? F_Qcrom.k, AtIkctivu it hila I,OOc-) 1 Project End Date: Date Funds Needed: l S I t Applicant/Organization: Tax ID #: Address: AL Contact Name(s): s'f'vt> Fax: - Alternate Phone: 0 1 [lq-2p,RI5 1 City & Zip: 1 99901 Telephone: Email: On a separate sheet, please briefly answer the following questions: 1. Describe the applicant organization, including its purpose, leadership structure, and activities. 2. Describe the proposed project or activity. 3. Provide a timeline for completing the proposed project or activity. 4. Explain how the proposed project or activity will impact the community's economic health. 5. Identify the specific communities or groups that will benefit. 6. Iteinize anticipated expenditures*. Describe how grant funds will be used and include the source and amounts of matching funds or in-kind contributions, if any. If the grant will support an ongoing activity, explain how it will be funded in the future. Lht nie r@ hu (Cres . . PT.119 Attach: Proof of the applicant organization's non-profit status. * Applicant may be contacted during the review process and asked to provide a complete line item budget. Tammy Baney: Amount: — Signature: Dennis Luke: Amount: Signature: Alan Unger: Amount: Signature: Deschutes Economic Alliance Request for Discretionary Grant Funds 1.) The Deschutes Economic Alliance is a grassroots effort organized by a diverse group of local, private -sector business and community Ieaders who seek an objective, coherent vision for the economic future of Deschutes County—a vision which builds on our regional strengths, but provides greater economic stability for sustainable growth. The Alliance recognizes the extraordinary efforts of existing public/private organizations dedicated to diversifying our local economy through recruitment and expansion, supporting existing businesses through training and educational opportunities, and otherwise enhancing the economic vitality of our community. The Alliance will collaborate with those existing organizations to create and implement a thoughtful strategy for our economic future with the independent guidance of internationally renowned economic development experts—a strategy driven by empirical data, with discrete actions for implementation and objective measures of success. 2.) Despite the significant planning and best efforts of our local government agencies and business leaders, our community is in the midst of an economic crisis with record -level unemployment and property foreclosures. While no one can be blamed for the current situation, each of us is responsible to take action now to help alleviate the joblessness and personal losses that are tearing apart the fabric of our community. With our local economy in turmoil and regions across the country competing for new job creation, the challenge ahead is daunting. Therefore, it is critical that we reach out beyond our community and governmental agencies to find seasoned economic development expertise. To that end, the Alliance board members have identified and engaged in discussions with Praxis Strategy Group, a world-class consulting group that is renowned for its achievements in regional economic development (to learn more about the consulting group see "Consultants" below). Praxis's (www.PraxisSG.com) experience is grounded in more than 20 years of research, policy and practice in small to medium-sized metropolitan and urbanized rural areas. Working with communities and regions throughout the United States, Praxis has been at the forefront in creating innovative processes that move citizens to community oriented action. You can learn more about Praxis's work be reviewing Case Studies (praxissg.com/casestudies.php). The Alliances primary near term goal is to engage Praxis in a regional economic development plan (the "Plan") to help diversify and grow a strong, sustainable economy. Engaging Praxis to complete the Plan will require a financial commitment from local businesses, government agencies and individuals. Praxis's process for developing the plan will be to visit our community several times, to meet with community members and assess our region's economic strengths. This hands-on market research will be coupled with available regional economic data to develop a clear, actionable plan. Long Term Goals: Developing a strong and well -tailored development plan is a critical start on our road to recovery. However, it is clear that a plan alone will do little to improve the well-being of our community. We must, therefore, be committed to a strong follow-through for the long term. Although this document is not intended to offer a comprehensive long-term strategy, we should note that the intent of the Alliance is to maintain an ongoing advisory board to implement and measure the success of our plans. Additionally, we intend to collaborate with Iocal agencies, such as EDCO and other County and City agencies to implement the plan. Finally, it is worth noting that the Alliance has formed a permanent, non-profit organization, whose purpose would be to execute on critical components and secure additional funding for the region from state and federal governmental sources, as well as charitable foundation. 3.) Assuming that the requisite funding is secured in a timely manner, the Alliance will engage Praxis immediately and we estimate that a final plan will be available from Praxis by the fall of 2010 4.) Specifically, the Alliance intends to collaborate throughout the Deschutes community to meet the following overarching goals for Deschutes County: • To provide a common vision and collaborative framework for the economic future of Deschutes County; • To aid in the diversification of the local economy; To attract and develop environmentally and economically sustainable jobs; • To encourage innovation and entrepreneurship; • To improve the stability and quality of life for our community members through the availability of attractive, well -paying jobs; and • To promote and improve the image and visibility of Deschutes County as a business and family -friendly region. 5.) Communities and groups that will benefit from this project is are the constituents of Deschutes County and surrounding Counties. The primary goal is to create and aide in the Development of an infrastructure that will help the diversification of our local economy and sustain living wage jobs for Deschutes County, with the hope this will have a positive impact on the surrounding Counties. 6.) See attached contract with the Praxis Strategy Group for description and detail of how the grant funds will be used and distributed. The Deschutes County grant funds will go specifically to funding the aforementioned project and the retention of the Praxis Strategy Group for their services in developing an economic strategy plan for our county. AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES THIS AGREEMENT is made and entered into this July lst, 2010, by and between Praxis Strategy Group (PRAXIS) — a North Dakota entity and Deschutes Economic Alliance (DEA) — an Oregon entity. WITNESSETH WHEREAS, DEA requires professional consulting services in connection with the development of a strategic economic development plan for Deschutes County; and WHEREAS, PRAXIS and its subcontractors Bill Watkins and Joel Kotkin have held themselves out to DEA as having the requisite expertise and experience to perform the required work for the PROJECT. NOW, THEREFORE, for and in consideration of the promises and covenants herein appearing, the parties agree as follows: 1. SCOPE OF PROJECT SERVICES PRAXIS and its subcontractors (Bill Watkins and Joel Kotkin) will perform the following PROJECT services and deliverables: Review of previously completed planning and strategy reports for Deschutes County related to the access to capital, physical infrastructure, education, workforce development and other factors of economic development. Demographic and economic analyses- population, household structure, employment status, income, racial and ethnic make-up, housing status and other relevant factors. b Economic analysis of trends in local economy, wage rates and opportunities. b Leadership interviews — local leaders, elected officials, business community leaders, leaders in field of energy, healthcare, real estate, construction, transportation and others; executives in non -profits entities, housing and community development agencies. Lts Focus groups and community meetings — recent immigrants, students, young adults, and entrepreneurs b Written final report of competitive analysis and strategy Presentation of competitive analysis and strategy at one or more community events 2. PRAXIS OBLIGATIONS/CONFIDENTIALITY No PROJECT information shall be disclosed by PRAXIS to third parties without prior written consent by DEA. All documents provided by DEA to PRAXIS shall be returned to DEA. -1- 3. OWNERSHIP OF WORK PRODUCT Upon payment to PRAXIS pursuant to this Agreement, all work or any other materials developed for this PROJECT are and shall be the sole and exclusive property of DEA. Any reuse of the documents and/or plans by PRAXIS without prior written authorization by DEA other than for specific intended purposes of this Agreement will be at PRAXIS' sole risk. 4. EFFECTIVE DATE AND TIME OF PERFORMANCE This Contract takes effect on July 1, 2010 and includes professional services performed and expenses incurred since May 15, 2010. The services to be performed by PRAXIS will be completed no later than October 31, 2010. 5. COMPENSATION AND TERMS OF PAYMENT For the satisfactory completion of the services to be provided under this Contract, DEA will pay PRAXIS a sum not to exceed $70,000 for professional services and for expenses directly related to this project. Payment by DEA to PRAXIS will be in three installments. A PROJECT initiation payment of $20,000 is due within 15 working days of the contract start date (July 16, 2010); a mid -project payment of $25,000 due September 1, 2010 based on submission of a first draft satisfactory to DEA and; a final payment of $25,000 due within 30 days of satisfactory PROJECT completion, satisfaction to be determined in DEA's sole discretion. Payment by DEA to PRAXIS will be based on the submittal of invoices in a form that is suitable to DEA. 6. CHANGES IN THE SCOPE OF WORK DEA and PRAXIS may make additions to the SCOPE OF WORK by written agreement of all parties. 7. PROFESSIONAL RESPONSIBILITY PRAXIS and its subcontractors hereby warrants that they are qualified to assume the responsibilities and render the services described herein and has all requisite corporate authority in good standing, required by law. The work performed by PRAXIS and its subcontractors shall be in accordance with generally accepted professional practices and the level of competency presently maintained by other practicing professional firms in the same or similar type of work in the applicable community. -2- 8. COMPLIANCE WITH LAW The work and services to be performed by PRAXIS and its subcontractors hereunder shall be done in compliance with applicable laws, ordinances, rules and regulations. 9. CONFLICT OF INTEREST PRAXIS covenants that it presently has no interest and will not acquire any interest, direct or indirect, in the PROJECT that would conflict in any manner or degree with the performance of its services hereunder. PRAXIS further covenants that, in performing this Contract, it will employ no person who has any such interest. 10. INDEMNIFICATION PRAXIS agrees to indemnify and hold harmless DEA and its officers and its employees, from and against all liability, claims, demands, and expenses including court costs and attorney fees, on account of any injury, loss, or damage, which arise out of or are in any manner connected with the work to be performed under this Agreement, if such injury, loss, or damage is caused in whole or in part by, the negligent acts, errors, or omissions of the PRAXIS, or any officer, employee, or agent of the PRAXIS. 11. SUBCONTRACTING PRAXIS shall not subcontract any task it is to perform under the terms of this Agreement without prior written consent of DEA. 11. TERMINATION OF CONTRACT This Contract may be terminated as follows: (a) Termination for cause. (1) If, at any time before the date of completion, one of the parties determines that the other party has failed to comply with any of the terms and conditions of this Contract, the aggrieved party may give notice, in writing, to the defaulting party of any deficiencies claimed. The notice will be sufficient for all purposes if it describes the default in general terms. If the defaulting party fails to cure and correct all defaults claimed within a reasonable period to be specified in the notice, the aggrieved may, with no further notice, declare this Contract to be terminated in whole or in part. -3- (ii) If PRAXIS is the defaulting party, it will thereafter be entitled to receive payment for those services satisfactorily performed to the date of termination less the amount of reasonable damages suffered by DEA by reason of PRAXIS' failure to comply with the contract's terms and conditions. (iii) If DEA is the defaulting party it will pay PRAXIS for those services satisfactorily performed to the date of termination plus the amount of reasonable damages suffered by PRAXIS by reason of the DEA's failure to comply with the contract's terms and conditions. (iv) Notwithstanding the above, the defaulting party is not relieved of liability to the aggrieved party for damages sustained by the aggrieved party by virtue of any breach of this contract. 12. INDEPENDENT CONTRACTOR It is understood by the parties hereto that PRAXIS is an independent contractor and that neither its principals, subccontractors nor its employees, if any, are employees of DEA for purposes of tax, retirement system, or social security (FICA) withholding. 13. NO WAIVER Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by PRAXIS shall not constitute a waiver of any of the other terms of obligations of this Agreement. 14. ENTIRE AGREEMENT This Agreement is the entire Agreement between DEA and PRAXIS, superseding all prior oral or written communications. None of the provisions of this Agreement may be amended, modified or changed, except as specified herein. 15. OWNERSHIP AND PUBLICATION OF MATERIALS All reports, information, data, and other materials prepared by PRAXIS pursuant to this Contract are the property of DEA which has the nonexclusive and unrestricted authority to release, publish or otherwise use, in whole or part, information relating thereto. No material produced in whole or in part under this Contract may be copyrighted or patented in the United States or in any other country without the prior written approval of DEA. -4- 16. REPORTS AND INFORMATION PRAXIS will maintain accounts and records, including personnel, property and financial records, adequate to identify and account for all costs pertaining to this Contract and such other records as may be deemed necessary by DEA to assure proper accounting for all project funds. These records will be made available for audit purposes to DEA or its authorized representative, and will be retained for three years after receipt of final payment for the services rendered under this Contract unless permission to destroy them is granted by DEA. 17. NOTICE Any notice or communication between DEA and PRAXIS which may be required, or which may be given, under the terms of this Agreement, shall be in writing and shall be deemed to have been sufficiently given when directly presented or sent pre -paid, first class United States Mail, as addressed on the following page. 18. CULMINATION Upon acceptance of the project by DEA, PRAXIS shall deliver 1 hard copy and digital copy of the completed plan to DEA. IN WITNESS WHEREOF, the parties hereto have executed this Contract on the 1st day of July, 2010. Praxis Strategy Group Deschutes Economic Alliance BY: BY: Delore Zimmerman Lawnae Hunter Praxis Strategy Group xxxxx 33 South 3rd Street xxxx Grand Forks, ND 58201 xxxx DATE: -5- DATE: DESCHUTES ECONOMIC ALLIANCE Dear Friends, As we are all very aware, the United States, Oregon, and more specifically Deschutes County are navigating through the treachery of an economic climate near Great Depression proportions. With uncertainty surrounding economic stability filling each financial quarter and forecast; we are in great need of diversification. Central, Oregon, expressly Deschutes County, has been overwhelmingly impacted with the crash of the real estate market and the explosion of residential, commercial and industrial real estate inventory. Our economy was based in large part on real estate, development and construction; now we need to diversify our local economy and reinvent ourselves. This is not a strange concept to Bend and as history shows after the tumble of the timber mills, Deschutes County is more than capable of forging a new and successful path. Our goal is to create an infrastructure that will sustain living wage jobs. The question is how do we accomplish this task? Every community in the United States shares the same goal. In order to be successful, we need to be innovative, play to our community and regional strengths and simply, run harder and faster to forge a new economic path. A group of local business people have come together as a result of this common goal, to create and sustain living wage employment in Central Oregon. We have an opportunity to employ some of the finest economic and community planning minds in the nation, and we must do so. Please join us in supporting and sponsoring the efforts of the Deschutes Economic Alliance, as we explore a fresh perspective and launch this important endeavor for our community. Sincerely, Lawnae Hunter Board Member Articles of Incorporation Secretary of State Corporation Division 255 Capitol Street NE, Suite 151 Salem, OR 97310-1327 Phone:(503)986-2200 Fax:(503)378-4381 www.filinginoregon.com Registry Number: 689243-99 Type: DOMESTIC NONPROFIT CORPORATION FILED May 21, 2010 OREGON SECRETARY OF STATE 1) ENTITY NAME DESCHUTES ECONOMIC ALLIANCE 2) DESCRIPTION OF BUSINESS 813319 - Other Social Advocacy Organizations 3) MAILING ADDRESS 105 NW Greeley Avenue Bend, OR 97701 USA 4) NAME & ADDRESS OF REGISTERED AGENT Lawnae Hunter 105 NW Greeley Avenue Bend, OR 97701 USA 5) INCORPORATORS Thomas Bahrman P.O. Box 394 Bend OR 97709 USA Authorized Signer: Thomas Bahrman 6) TYPE OF NONPROFIT CORPORATION Public Benefit without members 7) DISTRIBUTION OF ASSETS Said organization is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office, Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by any organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, far the public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, excrusively for the purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes. 8) OPTIONAL PROVISIONS To the fullest extent permitted by Oregon raw, the corporation shall indemnify any person who has been made, or is threatened to be made, a party to an action, suit, or proceeding, whether civil, criminal, administrative, investigative. or otherwise, by reason of the fact that the person is or was a director or officer of the corporation acting within the scope of his or her duties. Furthermore, to the fullest extent permitted by Oregon law, a director or officer shall not be liable to the corporation for monetary or other damages relating to conduct as a director or officer of the corporation to the extent the director or officer acted within the scope of his or her duties. No amendment or repeal of these Articles shall adversely affect the rights of a director or officer with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal. Report Printed: 05/21/2010 02:33 PM Page 1 of 2 Articles of Incorporation Secretary of State Corporation Division 255 Capitol Street NE, Suite 151 Salem, OR 97310-1327 Phone:(503)986-2200 Fax:(503)378-4381 www.filinginoregon.com Registry Number: 689243-99 Type: DOMESTIC NONPROFIT CORPORATION FILED May 21, 2010 OREGON SECRETARY OF STATE By my signature, I declare as an authorized authority, that this filing has been examined by me and is, to the best of my knowledge and belief, true, correct, and complete. Making false statements in this document is against the law and may be penalized by fines, imprisonment, or both. By typing my name in the electronic signature Field, I am agreeing to conduct business electronically with the State of Oregon. I understand that transactions andlor signatures in records may not be denied legal effect solely because they are conducted, executed, or prepared in electronic form and that if a law requires a record or signature to be in writing, an electronic record or signature satisfies that requirement. 9) ELECTRONIC SIGNATURES Thomas Bahrman 10) CONTACT NAME DAYTIME PHONE NUMBER Thomas Bahrman 541-617-9612 Report Printed: 05/21/2010 02:33 PM Page 2of2 BYLAWS OF THE DESCHUTES ECONOMIC ALLIANCE ARTICLE I PURPOSE This corporation shall be organized and operated exclusively for charitable, scientific, literary, religious and educational purposes. Subject to the limitations stated in the Articles of incorporation, the purposes of this corporation shall be to engage in any lawful activities, none of which are for profit, for which corporations may be organized under Chapter 65 of the Oregon Revised Statues (or its corresponding future provisions) and Section 501(0(3) of the Internal Revenue Code (or its corresponding future provisions). This corporation's primary purpose is to create and implement an objective, coherent vision for the economic future of Deschutes County. ARTICLE II NONMEMBERSHIP This corporation shall have no members. ARTICLE III BOARD OF DIRECTORS 3.1 General Powers. All business and affairs of the corporation shall be managed under the direction of the board of directors. 3.2 Number. The number of directors of the corporation may vary between a minimum of three and a maximum of fifteen. 3.3 Term and Election. Each director shall hold office for a period of two years, and may be reelected without limitation on the number of consecutive terms served. The board shall elect its own members, except that an individual director shall not vote on that member's own position. 3.4 Removal of Directors. Any director may be removed, with or without cause, by a vote of two- thirds of the directors then in office. 3.5 Vacancies. Any vacancy occurring on the board of directors, including a vacancy resulting from an increase in the number of directors, may be filled by a majority vote of the directors the on the board. 3.6 Quorum. A majority of the number of directors in office immediately before the meeting begins shall constitute a quorum for the transaction of business at any meeting of the board of directors. 3.7 Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present when the vote is taken shad be the act of the board of directors unless the articles of incorporation or these bylaws require a greater percentage. Any or all directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any reasonable means of communication which adequately allows all directors to participate in such meeting;. a director participating in a meeting by this means is deemed to be present in person at the meeting. Where the law requires a majority vote of the directors in office to establish committees to exercise board functions, to amend the Articles of Incorporation, to sell assets not in the regular course of business, to merge, or to dissolve, or for other matters, such action is taken by that majority as required by law. 3.8 Regular Meetings. A regular meeting of the board of directors shall be held at the time and place to be determined by the board. No other notice of the date, time, place or purpose of these meetings is required. 3.9 Special Meetings. Special meetings of the board of directors may be called by the chairperson, at such date, time and place designated by the chairperson, or at the discretion of the board. Notice of such meetings, describing the date, time, place and purpose for such meeting, shall be delivered to each director personally, by telephone, email or other reasonable method, at least 24 hours period to the special meeting. 3.10 Alternative Meeting Venue. Any regular or special meeting of the board of directors may be conducted through use of any means of communication which allows all directors to simultaneously participate in such meeting. 3.11 No Salary. Directors shall not receive salaries for this board services, but may be reimbursed for out-of-pocket expenses they incur related to their board service. 3.12 Action ithout.__ eetinz. Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if all the directors take the action, each one signs a written consent describing the action taken, and the consents are filed with the records of the corporation. Action taken by consent is effective when the last director signs the consent, unless the consent specifies a different effective dare. A signed consent has the effect of a meeting vote and may be so described in any document. ARTICLE IV COMMITTEES 4.1 Executive Committee. The board of directors may elect an executive committee. The executive committee shall have the authority to make ongoing decisions between board meetings and shall have the authority to make financial and budgetary decisions. 4.2 Other Committees. The board of directors may establish such other committees as it deems necessary and desirable. Such committees may exercise the authority granted by the board of directors or may be advisory. 4.3 Composition of Committees. Any committee that exercises any authority of the board of directors shall be composed of two or more directors, elected by the board of directors by a majority vote of the directors in office at the time. 4.4 Quorum and Action. A quorum at a committee meeting exercising board authority shall be a majority of all committee members in office immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of the directors present. 4.5 Limitations on the Powers of Committees. No committee may (i) authorize payment of a dividend or any part of the income or profit of the corporation to its directors or officers; (ii) approve dissolution, merger or the sale, pledge or transfer of all of substantially all of the corporation's assets; (iii) elect, appoint or remove directors or fill vacancies on the board or on any of its committees; (iv) adopt, amend or repeal the Articles, bylaws or any resolution of the board of directors. ARTICLE V OFFICERS 5.1 Titles. The officers of this corporation shall be the chairperson, secretary and such other officers appointed by the board of directors. 5.2 Election. The board of directors shall elect the chairperson and secretary to serve one year terms. An officer may be reelected without limitation on the number of terms the officer may serve. 5.3 Vacancy. A vacancy of the office of chairperson or secretary shall be filled no later than the first regular meeting of the board of directors following the vacancy. 5.4 Other Officers. The board of directors may elect or appoint other officers, agents and employees as it shall deem necessary and desirable. They shall hold their offices for such terms, and have such authority, and perform such duties, as shall be determined by the board of directors. 5.5 Chairperson. The chairperson shall be the chief officer of the corporation and shall chair all board meetings. The chairperson shall have any other powers and duties as may be authorized by the board of directors. 5.6 Secretary. The secretary shall have overall responsibility for all recordkeeping and corporate funds. The secretary shall have any other powers and duties as may be authorized by the board of directors. ARTICLE VI AMENDMENTS These bylaws may be amended or repealed, and new bylaws adopted, by the board of directors by a majority vote of the directors present, ifa quorum is present. Prior to the adoption of the amendment, each director shall be given at least five business days notice of the date, time and place of the meeting at which the proposed amendment is to be considered, and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the bylaws and shall contain a copy of the proposed amendment. Adopted by the board of directors on this 24th clay of te4ay, 2010. a . nae Hunter, Chairperso RECORD OF ACTION IN LIEU OF AN ORGANIZATIONAL MEETING OF DESCHUTES ECONOMIC ALLIANCE Pursuant to Oregon law, in lieu of an organizational meeting, the incorporator of Deschutes Economic Alliance, an Oregon nonprofit corporation, does hereby waive all notices that may be required and consents to the following action without a meeting for the purposes of organizing the corporation, effective on the 21" day of May, 2010: RESOLVED, the following individuals are appointed as the initial directors of the corporation: Lawnae Hunter Jerry Mitchell Michael Taus Tom Bahrman Jim Clinton Tom Van Hemelryck Shelle Pack Darrell Deglow Maggie Annschild Steve McDonald Arlene Gibson David Lewis INCORPORATOR Thomas Bahrman DESCHUTES ECONOMIC ALLIANCE Specifically, the Alliance intends to collaborate throughout the Deschutes community to meet the following overarching goals: To provide a common vision and collaborative framework for the economic future of Deschutes County To aid in the diversification of the local economy To attract and develop environmentally and economically sustainable jobs To encourage innovation and entrepreneurship To improve the stability and quality of life for our community members through the availability of attractive, well -paying jobs To promote and improve the image and visibility of Deschutes County as a business and family -friendly region. www.DeschutesAlliance.org DESCHUTES ECONOMIC ALLIANCE Mission The Deschutes Economic Alliance is a grassroots effort organized by a diverse group of local, priva e - sector business and community leaders who seek an objective, coherent vision for the economic future of Deschutes County a vision which builds on our regional strengths, but provides greater economic stabil ty for sustainable growth. The Alliance recognizes the extraordinary efforts of existing public/private organizations dedicated `o diversifying our local economy through recruitment and expansion, supporting existing businesses throe. �h training and educational opportunities, and otherwise enhancing the economic vitality of our communi y. The Alliance will collaborate with those existing organizations to create and implement a thoughtful strate 3y for our economic future with the independent guidance of internationally renowned economic developme it experts a strategy driven by empirical data, with discrete actions for implementation and objective measures of success. Goals Specifically, the Alliance intends to collaborate throughout the Deschutes community to meet the following overarching goals: To provide a common vision and collaborative framework for the economic future of Deschutes County To aid in the diversification of the focal economy To attract and develop environmentally and economically sustainable jobs To encourage innovation and entrepreneurship To improve the stability and quality of life for our community members through the availability of attractive, well -paying jobs To promote and improve the image and visibility of Deschutes County as a business and family -friendly region. DESCHUT'ES ECONOMIC -. ALLIANCE Consultants Dr. Delore Zimmerman, Ph.D. Co -Founder, President & CEO of Praxis Strategy Group Delore is a strategy consultant with twenty-five years of domestic and international experience work- ing with local and regional economic development groups, companies and universities. He co -devel- oped the High -Performance Community Initiative while a Senior Fellow at the Denver-based Center for the New West and has spearheaded its development and deployment for 10 years with regional development organizations, universities and business leaders to create innovation and technology- based economies. Delore serves as the Director of the Coordinating Center for the Red River Valley Research Corridor, an initiative championed by U.S. Senator Byron Dorgan to build world-class research centers and to pro- vide support to the region's growing technology sector. He is also a board member of the National Network for Technology Entrepreneurship and Commercialization (N2TEC) Institute, a nationwide consortium of major research universities, Fortune 1500 corporations, and governments whose mis- sion is to increase the level of innovation and technology commercialization in the United States. Delore served as the lead consultant for the Business Development Workgroup of the Northern Great Plains Rural Development Commission, formed by the United States Congress in 1997 to develop a five -state regional strategy. He has worked in Wales, England and South Korea advising regional technology and development organizations and has worked with business groups from Russia in agricultural processing and construction to advise them on productivity and competitive strategies. He has received undergraduate and graduate degrees from the University of North Dakota and a doctoral degree from the Pennsylvania State University where his work focused on the mobilization of territorial -based alliances for economic development. DESCHUTES ECONOMIC ALLIANCE Consultants Bill Watkins, Ph.D. Executive Director, Center for Economic Research and Forecasting, Cal Lutheran University Bill Watkins joined California Lutheran University in June 2009 as the executive director of the new Center for Economic Research and Forecasting and as an associate professor of economics. He is also helping to launch CLU's new Master of Science in Economics program, which focuses on forecasting and applied research. Prior to coming to CLU, Watkins had served as the executive director of the University of California, Santa Barbara, Economic Forecast Project. In his nine-year tenure, he expanded the project's publica- tions and geographic scope and enhanced its reputation. Previously, he served as an economist with the Board of Governors of the Federal Reserve System in Washington, D.C. Watkins has been widely published in academic journals, traditional media and new media and is quoted regularly by news organizations throughout the world. He holds a bachelor's degree in busi- ness administration -finance from California State University, Northridge, and a master's and doctor- ate in economics from UCSB.