The Capitol Club, Inc. Bylaws
Preamble
The Capitol Club is an organization of professional advocates whose primary role is to provide
information on behalf of their clients to legislators and state government officials. Capitol Club
members are expected to conduct themselves in accordance with the highest levels of integrity and
professional responsibility. Persons not agreeing to or not adhering to acceptable standards of
conduct and professional responsibility, as set forth in these bylaws shall be denied membership in
the organization.
Mission
The Capitol Club is organized for the purpose of undertaking action on behalf of its members on
any matter or project of common interest. For the purposes of these bylaws, ‘common interest’ is to
be determined by the procedures herein set forth.
Article I. Standards of Conduct
- Capitol Club members are committed to carrying out their professional responsibilities
honestly. No member shall knowingly or willfully make any false statement or misrepresentation in
the course of their work, or knowing a document to contain a false statement cause a copy of such
document to be received by a legislative or executive official without notifying such official in writing
of the truth. - Members of the Capitol Club shall conduct themselves in a manner that is free of
harassment and to discourage all harassment in the Capitol and at events, professional meetings,
seminars or any events at which their work is conducted. - Members of the Capitol Club shall list all their clients in the online Capitol Club Directory,
according to the timeline consistent with Oregon Government Ethics Commission requirements.
See ORS 171.740(2). - No member shall distribute written or printed information without identification of
themselves or client as the source of the material. - Members shall abide by applicable Oregon lobbying and government ethics laws and
rules, the rules of the House and Senate, and these Bylaws. - No member shall instigate the introduction of any legislative action for the purpose of
obtaining employment to lobby in opposition thereto. See ORS 171.756(1). - No member shall lobby or offer to lobby for consideration if any part of the member’s
compensation for lobbying is contingent upon the success of any lobbying activity. See ORS
171.756(3). - No member shall attempt to influence the vote of any member of the Legislative Assembly
by the promise of financial support of the candidacy of the member, by threat of financing
opposition to the candidacy of the member, at any future election. See ORS 171.756(2). - No member, during a regular session of the Legislative Assembly or during the weeks in
which interim committee meetings are held, shall make or promise to make a campaign
contribution to a legislator, to a candidate for legislative or statewide office in Oregon, or to a
campaign committee that supports legislative or executive candidates for office in Oregon. In the case of a special session, this prohibition begins the Sunday prior to the commencement of the special session. - No member shall be in either legislative chamber when the main doors of the chamber
are closed. During this period of time, the use of the halls behind either chamber is permissible
only when the member has business in offices accessible only through such halls or when
requested to be in such halls by a legislator. - No member shall communicate either orally or by gestures from the gallery of either the
Senate or the House to anyone on the floor of the Senate or the House. This rule is applicable
when the members of the chamber are in floor session or during a recess between sessions. - No member shall, in any fashion, interrupt a discussion between another person and a
legislator in the capitol. - No member shall use state-owned facilities or equipment, including but not limited to
telephones, fax machines, computers, offices, libraries and furniture, unless such use is
authorized. - Lounges of the House and Senate are “off-limits” to members except as permitted under
House and Senate rules. - Members shall, at the request of the Capitol Club Board or Professional Responsibility committee, participate and cooperate with the Professional Responsibility Committee.
Article II. Members and Membership
- The membership period shall be from January 1st of each odd-numbered year through
December 31st of each even-numbered year. - Regular membership shall be open to all lobbyists who are registered with the Oregon
Government Ethics Commission and who adhere to the lobbying regulations set forth in ORS
171.725 to 171.785 and to the Standards of Conduct of the Capitol Club as set forth in Article I of
these Bylaws. Lobbyists must apply for membership for each membership period. Membership
may be denied to any member who during a previous membership period has been found by the
Board upon recommendation of the Professional Responsibility Committee, to have violated the
Standards of Conduct of the Capitol Club. - The Board of Directors shall establish the membership dues. Special assessments may
be required at any time, subject to the approval of a majority of those members present and voting
at a membership meeting. Dues for the next membership period shall be due and payable during
December of each even-numbered year. A recent photo of the member must accompany the dues.
New members may join at any time during the membership period upon payment of dues.
Members who apply during the second year of the membership period shall be required to pay
one-half of the regular membership dues. - If a member becomes affiliated with a new firm or entity after dues have been paid, upon
request and with the consent of the entity that paid the member’s dues, if any, the member does
not need to pay additional dues for that membership period. Alternatively, a firm or entity that paid
the dues of a member who no longer works for that firm or entity may, upon request and
submission and approval of a new membership application, credit that dues payment to the firm or
entity’s new member/applicant.
Article III. Meetings of Members
- The annual meeting of the members shall be at the call of the President and notice shall
be provided to all members. Notice of the annual meeting that follows the legislative session held in
odd numbered years shall include a list of nominees for office. - Special meetings of the members may be called by the President or upon written request
by at least 20 members and it shall thereupon be the duty of the Secretary-Treasurer to give notice
of such meeting. - Except as otherwise provided in these Bylaws, the presence of at least 20 members of the
organization shall constitute a quorum for the transaction of business at all meetings of the
members. - All meetings shall be subject to Robert’s Rules of Order unless otherwise provided in
these Bylaws.
Article IV. Officers
1. The President shall:
a. Be the principal executive officer of the organization and shall preside at all meetings
of the members.
b. Perform all duties incident to the office of President and such other duties as may be
prescribed by the members from time to time.
2. In the absence of the President or in the event of the President’s inability to act, the Vice
President shall perform the duties of the President and, when so acting, shall have all the powers
of and be subject to all the restrictions upon the President and shall perform such other duties as
from time to time may be assigned by the members.
3. The Secretary-Treasurer shall:
a. Keep the minutes of the meetings of the members.
b. See that all notices are duly given in accordance with these Bylaws.
c. Be custodian of the corporate records of the Capitol Club and keep a register of the
mailing address of each member, which shall be furnished, to the Secretary-Treasurer by
such member.
d. Keep on file at all times a complete copy of these Bylaws containing all
amendments thereto, which copies shall always be open to inspection by any member, and
at the expense of the Capitol Club, provide a copy of the current Bylaws to each member.
e. In general, perform all duties incident to the office of Secretary-Treasurer, and such
other duties as from time to time may be assigned by the President.
f. Have charge and custody of, and be responsible for, all funds and securities of the
organization.
g. Receive monies due and payable to the organization from any source whatsoever,
and deposit all such monies in the name of the organization in such bank or banks as shall
be selected by the officers of the organization.
h. Pay promptly all obligations, which have been duly authorized by the President or
by the members at a membership meeting or as otherwise provided for.
i. Be responsible for seeing that current budgets are maintained and that budgeted
expense limitations are not exceeded without authorization by the Board of Directors.
4. The officers shall secure and maintain adequate insurance for the protection of the
organization.
Article V. Board of Directors and Committees
1. The Board of Directors shall reflect the professional diversity of members of the Capitol
Club. The Board of Directors shall consist of the President, Vice President, Secretary-Treasurer, a
Past President and five other members. Each director shall hold office for a term of two years
beginning on the first day of each even numbered year. The President shall act as Chair.
2. The officers and other members of the board shall be elected from the membership at the
annual meeting of the members in odd numbered years.
3. Any elected officer or other board member may be removed by two-thirds vote of the
membership present at any regular or special meeting whenever, in its judgment, the best interest
of the Capitol Club would be served thereby.
4. Except as otherwise provided in these Bylaws, a vacancy in any office or other board
member may be filled by majority vote of the members of the Board of Directors for the unexpired
portion of the term.
5. The Board of Directors shall manage the business and affairs of the Capitol Club. The
presence of five directors shall constitute a quorum for the transaction of business. The Board will
prepare a biennial budget prior to December 1st in every even numbered year, a copy of which will
be made available to individual members upon request.
6. The organization shall have three standing committees appointed by the President.
Standing committees shall meet on call of the Chair. A majority of the members of a standing
committee shall constitute a quorum for the transaction of business. The committees shall be:
a. The Professional Responsibility Committee consisting of at least five members.
b. The Legislative Committee consisting of at least five members.
c. The Nominating Committee consisting of at least three members.
7. This corporation has members (as the term ‘members’ is defined in ORS Chapter 65).
The members are entitled to vote for the election of the directors as provided in this Corporation’s
Bylaws, as amended from time to time.
Article VI. Rules of the Professional Responsibility Committee
1. The Professional Responsibility Committee shall investigate all allegations, properly
submitted, of improper behavior on the part of any lobbyist who is a member in good standing of
the Capitol Club. Should the Capitol Club Board determine a member has violated the code of
conduct, they may impose membership-related sanctions, as listed in Subsection 6, on a member.
2. Who May File:
a. Any person, including members of the Capitol Club, elected officials, and
employees of the legislative assembly or the State of Oregon, may bring a complaint
against a member of the Capitol Club, acting in the course of their duties as a
lobbyist, to the leadership of the Capitol Club or the Professional Responsibility
Committee.
b. The Professional Responsibility Committee may investigate matters on its own
motion.
3. A complaint is considered justified when it:
a. Alleges that a Standard of Conduct as specified in Article I of these Bylaws has
been violated; or
b. Alleges that the complainant, or an employee or agent of the complainant, has
been subjected to dishonest or unprofessional treatment by a member of the Capitol
Club.
c. Alleges that the Policy on a Harassment Free Workplace has been violated.
4. Filing of Complaints
a. Except complaints of harassment, any complaint brought against any member of
the Capitol Club must be filed in writing and delivered to an officer of the Capitol Club
within ten (10) working days of the alleged occurrence of improper behavior. The
officer will deliver the complaint to the Chair of the
Professional Responsibility Committee within one (1) working day of its receipt.
b. Complaints of harassment against any member of the Capitol Club will be
addressed in coordination with the Legislative Equity Office. Complaints may be filed
verbally or in writing and delivered to an officer of the Capitol Club or directly to the
Equity Office within (5) years of the alleged occurrence of improper behavior. The
officer will deliver the complaint to the Equity Office within one (1) working day of its
receipt.
c. The Professional Responsibility Committee or the committee chair shall notify the
accused within one (1) working day of the receipt of the complaint, or if the accused is
not readily available, as soon as is practicable. A copy of the complaint shall be
delivered to the accused.
d. “Delivery” in this Article VI may be accomplished through personal delivery,
electronic mail, telecopy, express mail service or US Postal Service first class mailing.
If delivery is by US Postal Service first class mailing, it shall be deemed delivered 3
days after mailing.
5. Mediation-Seeking Informal Dispute Resolution
a. When the legislature is in regular or special session, if both the complainant and
the accused agree to mediation, the Professional Responsibility committee may hold
an initial mediation meeting between the complainant and the accused within five (5)
working days of the delivery of the complaint to the accused.
b. When the legislature is not in regular or special session, if both the complainant
and the accused agree to mediation, the Professional Responsibility Committee may
hold an initial mediation meeting between the complainant and the accused within ten
(10) working days of the delivery of the complaint to the accused.
c. The purpose of the mediation session or sessions is to informally resolve the matter
in a mutually agreeable manner. Mediation sessions will be open only to the accused,
the complainant and the Professional Responsibility Committee members unless the
committee decides otherwise.
d. If either the complainant or the accused refuses to participate in mediation or other
informal efforts to resolve the complaint, the committee shall proceed to consider the
complaint pursuant to the formal dispute resolution provisions of section 6 of this
article. The committee also may initiate formal proceedings at any time it determines
that further informal proceedings are unlikely to be successful.
e. Unless it agrees otherwise, the Professional Responsibility Committee shall decide
within five (5) working days of the initial mediation session whether the matter should
go to a formal hearing because mediation has failed or whether the matter should go
to a hearing if conditions agreed to at the mediation are not fulfilled. Nothing in this
section shall be construed to preclude the committee, the committee chair or a
subcommittee from meeting individually with the accused or the complainant in order
to resolve the complaint informally.
f. The complainant and accused may agree to extend any of the deadlines in this
Article VI.
6. Hearing-Formal Dispute Resolution
a. When the legislature is in regular or special session, in the event the Professional
Responsibility Committee decides to conduct a formal hearing, the hearing shall be
held within ten (10) working days of delivery of the complaint to the accused or within
five (5) days of the Professional Responsibility Committee’s decision to hold the
hearing, whichever is later.
b. When the legislature is not in regular or special session, in the event the
Professional Responsibility Committee decides to conduct a formal hearing, the
hearing shall be held within twenty (20) working days of delivery of the complaint to
the accused or within five (5) days of the Professional Responsibility Committee’s
decision to hold the hearing, whichever is later.
c. Each party to the complaint shall have a full opportunity to be heard, to call
witnesses on their behalf and to be represented by counsel. The hearing shall be
open only to the Professional Responsibility Committee members, the accused, the
complainant, counsel and to witnesses only during their testimony.
d. Within five (5) working days of the end of the hearing, the Professional
Responsibility Committee shall render its conclusion that the accused is either guilty
or innocent of the charges set forth in the complaint. If the committee concludes that
the accused is guilty, written findings of fact and recommended sanctions, if any, shall
be forwarded immediately to the Board of Directors, for their review and concurrence
prior to any sanction being officially imposed.
e. Complaints and Professional Responsibility Committee proceedings will be treated
as confidential.
f. If the accused is found guilty of the charges, the sanctions that may be imposed by
the Board include one or more of the following:
1. Verbal reprimands.
2. Probation with a return to full membership status dependent upon the
satisfactory completion of conditions designed to rectify the violation, such as the
execution of a formal written apology to those involved.
3. Termination or non-renewal of membership under such terms and conditions
as the board deems warranted.
4. Notice of the decision of the Board distributed to the members of the Capitol
Club.
g. Both the complainant and the accused shall be notified by:
1. The chair of the Professional Responsibility Committee if the accused is
found not guilty of the complaint.
2. The President of the sanction or sanctions determined by the Board upon a
finding of guilt by the Professional Responsibility Committee.
7. Appeal
In the event of a finding of guilty, the accused may elect to appeal the matter to the
full membership of the Capitol Club at the next annual meeting or at a special meeting called by the
Board of Directors. For purposes of this appeal, full membership means all members present at the
meeting. Either party to the complaint shall have a full opportunity to be heard and to be rep
resented by counsel during such an appeal. The Capitol Club membership, by a majority of those
voting, shall dispose of the complaint by affirming the sanction or sanctions imposed by the Board of
Directors, by reversing the Board’s decision to impose sanctions, or by modifying the sanction or
sanctions imposed by the Board.
Article VII. Contracts and Checks
1. Except as otherwise provided in these Bylaws, the President may authorize any officer,
officers, or members to enter into any contracts or execute and deliver any instrument in the name
of and on behalf of, the Capitol Club and such authority maybe general or confined to specific
instances.
2. All checks, drafts or other orders for payment of money and all notes or other evidence of
indebtedness issued in the name of the organization shall be signed by either the President or the
Secretary-Treasurer of the Capitol Club.
3. After payment of all debts and obligations, the assets of this Corporation will be distributed
to another nonprofit organization organized under similar statutory provisions as determined by this
Corporation’s Board of Directors.
Article VIII. Amendments
These Bylaws may be amended by a vote of the majority of the members present at any
regular or special meeting of the members at which there are 50 members or 25 percent of the
current membership, whichever is less, provided that a written notice of such meeting containing
the proposed amendment, or amendments, has been mailed, or otherwise delivered, to all
members not less than 20 days before such meeting. The Bylaws may be amended by mail if duly
authorized by the Board of Directors. Mail ballots will be tallied no earlier than 30 days from the
date of the mailing. A majority of ballots returned shall determine the outcome of the proposed
amendment.
The Board of Directors has the authority to adopt a temporary amendment to these bylaws if
the Board votes unanimously that a change is needed, and 2/3 of the Board approves the
language of the temporary amendment. The temporary amendment must be approved by the
membership at the next annual meeting or it will expire at that time.
Oregon Capitol Club Policy on a Harassment Free Workplace
Adopted December 2017
The Capitol Club is committed to providing a safe and respectful workplace that is free of harassment. While we each have our own employers, the Capitol is our workplace for much of the year. Members of the Capitol Club are expected to conduct themselves in a manner that is free of harassment and to discourage all harassment in the Capitol and at events, professional meetings, seminars or any events at which our work is conducted. Harassing conduct is considered unprofessional treatment, and subject to the Rules of the Professional Responsibility Committee.
Definition of Harassment
1) “Harassing conduct” or “harassment” includes sexual harassment or workplace harassment. “Harassing conduct” may include conduct by a Capitol Club member, legislator, legislative staff person, lobbyist, volunteer, vendor or member of the public.
2) “Protected class” means a class of individuals defined by a characteristic that may not be targeted for discrimination, including age, race, sex, sexual orientation, gender, gender identification, national origin, disability and religion.
3) “Sexual harassment” means unwelcome conduct in the form of a sexual advance, sexual comment, request for sexual favors, unwanted or offensive touching or physical contact of a sexual nature, unwanted closeness, impeding or blocking movement, sexual gesture, sexual innuendo, sexual joke, sexually charged language, intimate inquiry, persistent unwanted courting, sexist insult, gender stereotype, or other verbal or physical conduct of a sexual nature, if the unwelcome conduct has the purpose or effect of unreasonably interfering with a person’s job performance, or creates a work environment that a reasonable person would find intimidating, hostile or offensive.
4) “Unwelcome conduct” means conduct that an individual does not incite or solicit and that the individual regards as undesirable or offensive. An individual may withdraw consent to conduct that was previously welcomed by the individual.
5) “Workplace harassment” means unwelcome conduct in the form of treatment or behavior that, to a reasonable person, creates an intimidating, hostile or offensive work environment. “Workplace harassment” includes discrimination based on a person’s protected class. “Workplace harassment” also includes unwelcome conduct that occurs outside of work during nonworking hours if the conduct creates a work environment that a reasonable person would find intimidating, hostile or offensive.
“Workplace harassment” does not include every minor annoyance or disappointment that a person may encounter in the course of performing their work.
The Capitol Club is committed to working with the Legislative Assembly to create a workplace free of harassment for all individuals who engage in the legislative process. We will continue to improve and refine our policies, trainings and Professional Responsibility processes to hold Capitol Club members accountable to the highest levels of integrity and professional responsibility.