By-Laws
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Here you can learn the by-laws and how the Oregon Country Trails operates along with the responsibilities of our members and managers.
 
 
 
POLICIES For the operation and MANAGEMENT of the
Oregon Country Trails
 
The Oregon Country Trails, program and concept is a copyrighted intellectual property of The Vertical Rush LLC.
 
This document defines the operating policies between the management company (The Vertical Rush LLC) and individual Oregon Country Trails Members.
 
The Vertical Rush LLC to be known as the Company and Individual Trail Members to be known as Members.
 
The purpose of these policies is to establish the rules and the relationship between the Company and individual trail Members.
 
AGREEMENT
1.1 Name. The Vertical Rush LLC operating as Oregon Country Trails is organized under the laws of the State Oregon.
 
1.2 Policies of Organization. The following policies are a guide to the Company’s and individual Member’s organizational procedures and responsibilities.
 
1.3 Management. The Company has exclusive right to all branding and to the management of the Oregon Country Trails program.
 
1.4 Purposes. The Company’s program, Oregon Country Trails, is formed to promote the success of rural entrepreneurs and businesses. Formed as a project for rural revitalization, the Oregon Country Trails establishes and promotes new areas of business by creating a recognizable entity for commerce.
 
1.5 Title to Assets. The Company as well as each individual member is a separate entity that owns its own assets. Neither the Company nor any Members will be personally liable for the liabilities and obligations of the Company, program or any individual Member.
 
 
 
2. MEMBERS, CONTRIBUTIONS AND INTERESTS
 
2.1 Company Contribution. The Company provides the organizational, promotional, and management skills in the development and operation of its intellectual property, the Oregon Country Trails program, including all branding paraphernalia and materials as well as maintenance of a web presence for the use and benefit of the Members.
 
2.2 Member Contribution. A willingness to take active participation in the Oregon Country Trails program, pay an annual fee for each trail membership as well as any additional assessed fees for specific projects.
 
2.3 Membership Definitions.
 
1.    An on-site member is an individual rural entrepreneur, ranch, farm, handmade crafter, artist or small agri-business with four or fewer employees, or a rural attraction, campground, or recreational venue operating within a rural area (defined by the OCT), in the unique trail area that offers a site open to the visiting public on a regular basis. Businesses must represent rural activities, outdoor recreation, or be located in rural areas. Dining and lodging members are exempt from the rural designation.
2.    An off-site member is an individual entrepreneur, ranch, farm, business, or OCT sponsor that does not have a site open to the visiting public. Off-site members may or may not dwell within the limits of a unique trail area. Off-site members are granted the opportunity to display their products at on-site member locations where and when appropriate according to on-site member limitations.
3.    An organization with four or more members may join a trail as an on-site or off-site member providing that organization participates in at least one trail activity per year as a unit and not to the exclusion or exclusivity of a single member in that organization. Individual members of an OCT organization may also join the OCT as on-site or off-site members with payment of additional individual dues.
 
2.4 Member Dues. Dues are assessed at the discretion of The Company. On-site members are assessed dues at base level. Off-site members, businesses with more than four full-time employees, and organizations with four or more members are assessed dues at double base level.       
 
 
2.5 Members Responsibility. As a group working together to maximize cooperation, promotion and advertising, individual Members are required to contribute their time and abilities as this has a direct effect on the success of each Trail as well as a direct effect on the Oregon Country Trails program. Members should have a strong interest in being involved and in contributing to the overall Oregon Country Trails program as well as to their individual Trail(s). Participation is encouraged in the development and expansion of programs. All Members have the right and responsibility to actively participate in the management of their Trail(s).
 
 
2.6 Active Participation Members are required to actively participate by:
1. Posting and keeping regular open hours.
2. Actively participating in at least one Festival.
3. Attending the annual meeting.
4. Maintaining current dues.
 
2.7 Additional Group Fees. Members shall have the right to vote on all individual Trail programs or activities that would require additional fees.
 
2.8 Members Recognition. It is desirable to recognize the founding Members and their Oregon Country Trail(s) as well as to recognize all exceptional individual contributions.
 
3. PROFITS AND LOSSES
 
3.1 Net Profits and Net Losses. Net profits and/or net losses by any Members are the Member’s sole responsibility. The Company and/or the Oregon Country Trails program have no responsibility for any individual Member or Trail activity or program profits or losses.
 
3.2 Taxes. All records, taxes, depreciation or gain on activities and/or property of any Member are the sole responsibility of that Member.
 
3.3 Prorates of Membership. If a Member’s business discontinues Trail membership in midyear for any reason, all dues and/or fees paid will be considered current.
 
 
4. ADMINISTRATION OF COMPANY BUSINESS
 
4.1 Management. All Members have the right to participate in the management of their Trail(s) and are encouraged to be active. However, the Company will retain all operating and financial decision-making powers, including use of logo, trail name and branding materials.
 
4.2 Vote by Members. Member’s voting rights are one member, one vote and must be made in person at an event where the reason for the vote has been established.
 
4.3 Meetings. Meetings may be called by members or by the Company. If members choose to hold a meeting, the Company must be informed at least one week in advance of the time, place and purpose of the meeting. If the Company chooses not to be represented, the Trail Boss must submit agenda and minutes of meeting to the Company in a timely manner.
1. Member meetings and actions create a very informal structure. This provision can be modified to create a more formal structure for meetings and decision making if the Members and the Company so desire.
 
4.4 Approval by Members. This section lists those actions that require the consent of all Members.
 
1. Any action that requires the individual Member to alter or change his normal business operating policies (e.g., Trail operating hours.). The request must be made at a meeting of the Member’s Trail(s) where the Member has an equal vote.
 
2. The dissolution of a trail requires the consent of all members and written notification and minutes to be submitted to the Company.
 
 
4.5. Outside Activities. All Members have business and activities that are not included in their Oregon Country Trails program but Members are prohibited from any activity or program that directly competes with any Company or Oregon Country Trail program.
 
4.6 Compensation. Each Member is expected to take an active part in the activities and programs of the Company’s Oregon Country Trail program without compensation.
 
5. ACCOUNTING AND RECORDS
 
6.1 Accounting. The Company will maintain at its principal office the records typically required by LLC statutes.
 
6.2 Fiscal Year. The Company will use the calendar year as its fiscal year but may change for any reason.
 
6.3 Accounting Reports. The Company will keep accurate and up-to-date records, financial statements and reports that may be appropriate or necessary for to the Oregon Country Trails.
 
7. DISSOCIATION
 
7.1 Withdrawal. A Member may withdraw at any time but may not be entitled to recover any membership dues or additional fees.
 
7.2 Expulsion. Although the remedy is not used often, expulsion of Members is an issue that should be addressed in the operating policies because the alternative may be costly and time-consuming litigation to remove a troublesome Member. A Membership may be terminated for any of the following circumstances.
 
1. Acts or omissions not in good faith that involve intentional misconduct or a knowing violation of law.
2. By failure to pay membership dues and or fees in a timely manner.
3. Any unlawful distribution of any kind.
4. Any transaction in which the Member derives improper personal benefit.
5. Any breach of the Member’s duty that adversely affects the Company or any individual Member.
6. By unanimous vote of all Members of their Trail(s) at a meeting of that Trail(s).
 
 7.3. Effect of Member’s Dissociation. If an event of dissociation of a Member occurs, the other Members have the right, under the terms of this section, to continue.
 
7.5 Member Dues and Fees. This section provides that the interests of a disassociated Member have no value and there is no refund of dues or fees.
 
8. LIABILITY LIMITATION
 
8.1 Limitation of Liability. This section prevents the Company and Members from liability due to any individual actions taken by the Company or by any other Member.
 
9. MISCELLANEOUS PROVISIONS
 
9.1 Amendment. Members are encouraged to take part in the organizational policies of the Trail(s) but only the Company may amend this operating agreement. 
 
9.2 Binding Effect. This agreement sets the rules by which the Company and the Members will conduct their operations, projects and interests.
 
1. Since the Company is intimately involved with the marketing and management of trail activities, the Company has final approval on the operation, management, projects, expenses, interests, advertising, and any other activity of the trail.
 
9.3 Notice. All notices between Members and Company will be by mail, email, telephone or in person. A minimum of 14 days notice will be given for regular or special meetings where voting will occur.
 
9.4 Litigation. This provision provides that any action involving these operating policies will be by arbitration between the parties.
 
9.5. Severability. If any provision of these operating policies is declared invalid, the other provisions are not affected.
 
9.6. Brand. Any use of the Oregon Country Trails logo, trail name, or branding must be pre-approved by the Company.

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