Justus Reece to Represent the CBA at The Blues Foundation’s International Blues Challenge Youth Showcase in Memphis

By Laurie Morrisey

Justus Reece - photo by Greg JohnsonThe local blues scene is no stranger to young talent. In fact, I’d say Oregon is doing a pretty fine job of keeping the blues alive through our youth. One of the newer artists is 19-year-old Justus Reece. He will be representing the CBA at The Blues Foundation’s International Blues Challenge Youth Showcase in Memphis next month. This is the first time the CBA has been represented in the youth showcase.

According to CBA President Greg Johnson, “Justus will be able to meet other young blues artists from around the world, participate in jams for both young musicians and those hosted by recognized touring musicians, as well as being able to explore Beale Street, Memphis, and the Delta firsthand.”

Justus was born in Portland and raised in Hillsboro. He started playing music in front of people at the age of nine when he started taking music lessons. He joined his church band when he was 12, and for the past four years he has been a student of Terry Robb.

Music is a part of nearly every aspect of his life. He is currently a part time student at Portland Community College. “As a kid I wanted to be some type of counselor. I’m working on becoming a music therapist.”

“I don’t remember ever not really being into blues music, I’ve always loved music. I’m thankful I grew up around it. Neither of my parents are musicians, but as a child, there was always music playing. I perform when I have an opportunity to.”

Justus style and influences are varied. “My music comes from many places–from the Delta to India. Some of my favorite musicians are Frank Zappa, Charlie Hunter and Jimi Hendrix.”

He plays a few different stringed instruments, as most players do, but when he performs, he only plays guitar. He’s fairly new to performing professionally, so he hasn’t played with many musicians as he’s had few paid gigs. “I have had the honor of sitting in with Franco Paletta and Barney Murnin of Get Down Jones.”

In 2011 Justus won a Fender Stratocaster at the Blues for MS fundraiser. “I still own the Strat and play it nearly every day. I already had one, but nothing compares to the one I own today. I am thankful for that.”

Justus held a fundraiser to help with expenses for The Blues Foundation’s International Blues Challenge Youth Showcase in Memphis next month. For those who weren’t able to attend, but are interested in donating, money can be mailed to Justus Reece, 172 NE 34th Ct., Hillsboro, OR 97124, or through his pay pal account at reecegp@msn.com.

Mark “Muleman” Massey

One Step Ahead of the Blues
Icehouse Records

Mark Muleman Massey CD coverHere is another one of those discs that belongs in the category “why did it take so long to discover this one.” Mark “Muleman” Massey is a terrific songwriter, vocalist, and guitarist. And he has quite a story behind him to say the least.

Here is a man who never thought of performing music until he was imprisoned at the infamous Parchman Farm in Mississippi. While there he met bluesman David Kimbrough, the son of Junior Kimbrough, who convinced Massey to take up guitar and play in the prison band. That certainly changed his whole life and developed enough of a reputation that his name now appears on the Mississippi Blues Trail marker outside the prison alongside other musicians who served time there, including Sonny Boy Williamson and Bukka White. After serving his time, Massey met Big Jack Johnson, who helped take his career up to yet another level.

Now twenty years later, Muleman Massey released an outstanding disc titled One Step Ahead Of The Blues and to put it quite bluntly, this is one soulful, bluesy disc filled to perfection with amazing vocals and a bevy of renowned musicians. How can you possibly go wrong when you include people like Bobby Rush, Willie Clayton, Eric Gales, Garry Burnside, Billy Earheart, Reba Russell, and Barbara Blue? This recording’s lineup reads like a who’s who of the best of the South. Add to the mix the production of one of the true masters in the business, Don Nix, who also shared a number of his own compositions next to Massey’s.

One Step Ahead Of The Blues is going to convince you right out of the gate. Starting the disc with the title song featuring sharp guitar, powerful horns and Massey’s voice all blending in a driving sound ready to draw you in. That’s followed with the first of many great soulful numbers included, “She’s Not Mine Anymore,” coming across with a delivery that can easily rival any of the finest Southern soul singers of the past several decades. That is repeated over and again on the disc, with numbers like “Waiting On The Help To Arrive,” “Silly Crazy” and “Addicted To You.” And Massey reminds you of how tremendous a guitarist he is also on tracks like “Blue Shoes”  and “In The Hole” that has a church-like feel compounded by the use of Hammond. There is plenty of humor behind the tune “She’s Hongry” with Bobby Rush on harmonica and sharing vocals as they tell you about the girl who eats so much that her legs are getting weaker, but her jaws are getting strong — great imagery and lyrics. The album closes with the beautiful and touching ballad “Sun Goes Down In Memphis.”

Mark “Muleman” Massey’s One Step Ahead Of The Blues is a nice reminder that there is a lot of discs out there that may have slipped by, but when you do discover them will make you believe you’ve found your lucky day. This one is a keeper for certain. Great soulful blues by an artist I will be watching out for now on.

Total Time: 42:31

One Step Ahead Of The Blues / She’s Not Mine Anymore / Plastic Flowers / In The Hole / Waiting On The Help To Arrive / Silly Crazy / Blind, Crippled And Crazy / Double Trouble / I Want To Sing / She’s Hongry / Addicted To You / Blues Shoes / Sun Going Down In Memphis

New Music To Note: Dec. 2015

Here’s a list of new music of note received at the CBA office or purchased personally this past month:

Ana & Milton Popovic – Blue Room (ArtisteXclusive Records)
Andy Poxon – Must Be Crazy! (EllerSoul)
Beth McKee – Sugarcane Revival (Swampgirl Music)
Billy The Kid & The Regulators – I Can’t Change (Self Produced)
Brad Vickers & His Vestapolotans – That’s What They Say (ManHat Tone)
Cedric Burnside Project – Descendants Of Hill Country (Self Produced)
Chris Beard – Eye Of The Witch (Destin Records)
Chris Yakopcic – The Next Place I Leave (Yako Records)
Crooked Eye Tommy – Butterflies & Snakes (Plano Road Publishing)
David Gogo – Vicksburg Call (Cordova Bay)
Ebony Jo-Ann – Please Save Your Love For Me (Self Produced)
Greg Nagy – Stranded (Big O Records)
Madison Slim – Close . . . But No Cigar (Self Produced)
Mark “Muleman” Massey – One Step Ahead Of The Blues (Icehouse Records)
Mighty Mike Schermer – Blues In Good Hands (VizzTone)
Mississippi Bigfoot – Population Unknown (Silver Tongue Records)
Nick Moss Band – Live And Luscious (Blue Bella)
Regina Bonelli – Open Up The Door (Self Produced)
Reverend Raven & The Chain Smokin’ Altar Boys – Live At The Big Bull (Nevermore Records)
Rich Harper – Ellwood And Me (Kanawha Records)
Scottie Miller Band – Reciprocation (Vulfy Publishing)
Shari Puorto – MY Obsession (Little Lightning Productions)
Sista Jean & CB – Requiem For A Heavyweight: A Tribute To Odetta (Jean McClain Freckle Bandit Records)
Sonny Moorman – You Made All My Blues Come True (Atlas Records)
The Blues Cabaret – Where Love Begins (Fleschtone)
The Bob Lanza Blues Band – From Hero To Zero (Connor Ray Music)
The Knickerbocker All-Stars – Go Back Home To The Blues (JP Cadillac Records)
Trudy Lynn – Everything Comes With A Price (Connor Ray Music)
Walter Trout – Battle Scars (Provogue)
Wee Willie Walker – If Nothing Ever Changes (Little Village Foundation)
Zora Young & Little Mike And The Tornadoes – Friday Night (ELROB Records)

Ramblings On My Mind – Dec. 2015

ramblings201306BNGreg Johnson / CBA President

The past few years I have been asked by the Washington Blues Society to provide a list of the top ten recordings that I was most impressed with over the past year. And as I have done the past couple years I have shared that list with you here in my monthly column. So with that said, I will keep up the tradition.

First, I want to stress that my choices can be different from day to day. What I really like one day can switch around easily to other selections. My tastes are very eclectic. I am not a member of the so-called “blues police” who only believes that certain types of music qualify as blues. The selections I offer are also by no means in any particular order — see my first comment in this paragraph if you need any further explanation as to why there is no order. There are also a number of artists, both local and national, that could have appeared on this list given any other day. This holds especially true for people like Rae Gordon, Roseland Hunters, and various other local people missing here.

I do like the discs that are included and all find exceptional time in my car where I always have something spinning that I want to hear over and over and over. So, here we go.

My first choice just may very well be my favorite disc of the year and could easily be number one every time out. Doug MacLeod’s Exactly Like This. There is no better storyteller in the blues today. You usually see him perform solo and he carries everything across perfectly, but on this album he is joined again by Jimi Bott and  Denny Croy. Every release from Doug is over the top great, and this one may very well be the best yet. And it will go “exactly like this ….”

Anyone who really knows me can attest that I love Southern soul styled blues. And nobody in my mind does it better than Otis Clay. That’s probably why he has appeared on my list the past two years and is back again this time. Teaming with Billy Price, This Time For Real tugs at those heartstrings one more time and as I said in my review this is soul done right.

Another person who did it right was Wee Willie Walker with his debut disc for the Little Village Foundation, If Nothing Ever Changes. I can’t get enough of his vocals. Amazing, and as seen at the Waterfront Blues Festival this last July, teamed with Curtis Salgado on The Beatles’ “Help,” it sends a good tingling feeling throughout your entire body. And the song is included here.

Traditional blues on the national level was best identified by the Andy T – Nick Nixon Band. Three albums over the past three years and each of them is better than the previous one. What makes it even more sensational is that the quality does not diminish with them on stage and I have seen them many times over the past few years. Maybe the best, but obviously one of the best, traditional blues acts out there today.

Kevin Selfe’s latest Buy My Soul Back also delivers tremendous traditional values and his song writing grows stronger every time out. So glad to have him living in Portland and this recording may break him out big time nationally if he hasn’t already made that happen with his last disc. There is never a down moment when it comes to Kevin’s creativity.

Karen Lovely is another local artist who should be once again rising to the top with potential Blues Music Award nominations. Working with Tony Braunagel and collaborating with people like Alan Mirikitani, Dave Fleschner, and Curtis Salgado brought the whole package to the words behind the music and Karen is just the right person to deliver them. It was hard to ever think that she would rise above what was accomplished with Still The Rain, but I have to say that Ten Miles Of Bad Road has done just that. It was two years in the making and worth every minute.

Many people may not be familiar with Voo Davis, but this musician has a knack for very eclectic blues that can cover a wide spectrum of approaches and all of them are handled superbly. Midnight Mist can take you on a journey from the Delta to Chicago to the West Coast while throwing in some nice punches you’d expect from a jam band, all while maintaining something true and traditional. This may be one of the most surprising albums of the year and has seen substantial playtime in my car again and again.

Getting back towards traditional, no local musician offered more in my perception than James Clem. Not just with one album, but two that could both easily be included on this list. One featuring ukelele and the other traditional guitar. I love them both, but to be able to include other artists I selected Road’s Gettin’ Muddy for now. Very relaxing blues and perfect for driving, listening under the eaves on a rainy day, or anytime else for that matter.

But if you’re in the mood to party and you enjoy a bit of funk behind those tunes, Memphis-based Ghost Town Blues Band has the goods in Hard Road To Hoe. The slide guitar and cigar-box work by leader Matt Isbell is punctuated by horns, keys, and a grooving beat that has been described on their website as taking you from funky to funk-nasty. We need to see these guys make a visit to the Northwest for sure!

Closing out my top ten is an album that brought to me everything that I wanted to see from Ben Rice. Watching him progeress over the years to be one of the best musicians in our region has certainly been a pleasure and his talent seems to endlessly grow every year, too. This recording, Live @ The Purple Fox Loft, with his trio brings out his depth as a songwriter, musician and displays the ease he now has onstage talking to an audience and keeping their attention throughout with precise and extraordinary performances. I can hardly wait to see how much higher he will succeed as he’s well on his way already.

Coming up with lists like this is never easy, but I honestly have to say that each of these selections meant a lot to me over the last year. As I said, though, these are definitely by no means the only recordings that I could have chosen. And everybody may not be familiar with all of the artists. They’re all worth exploring though and I am always open to hearing other choices sent to me by you. I enjoy so many different musicians, blues and otherwise. The blues is by no means a dying genre, listening to any of these artists or others prove that every single day. Enjoy it all!

The Blues Cabaret

Where Love Begins
Fleschtone Records

The Blues Cabaret CD coverThe Blues Cabaret, the creation of Portland-based composer and pianist Dave Fleschner, is a broadway styled stage production that focuses on a main character who has found a new direction later in life than one would usually and focuses on the tribulations he encounters. Now a theater-like atmosphere may not seem like an angle that you would normally find the blues being set, but that’s exactly what happens here. Where Love Begins is a selection of songs that make up The Blues Cabaret production and it is filled with heartbreak, humor, and harmonizing vocals.

To bring the story to life, Fleschner has employed San Diego blues vocalist Earl Thomas, along with Billy Mixer and Jimmy Wilcox of The Portland Gay Men’s Chorus. The blend of their voices together or individually move the story along nicely. The music behind them is well-crafted with a number of recognizable names such as guitarists Alan Hager, Dan Gildea and Vyasa Dodson, bassist Bill Athens, drummers Carlton Jackson and Russ Kleiner, percussionist Chuk Barber, and a small army of horn and string players. Over it all, Dave Fleschner’s piano brightly shines, providing the emotion structure behind the songs’ stories.

There are plenty of captivating highlights. There’s the down-home comfort of “Chicken Pot Pie” where the singer tells us that Portland may have its gourmet food carts and Memphis its barbecue that cannot be beat, but nothing compares to the country cooking of his youth. The humorous situation in “Goin’ To A Party” unbeknownst that it is a swingers party and as his partner goes home with his friend, he ends up with the friend’s wife who is about 300 pounds, maybe 400. Going to stick around and have a few more drinks before he’s ready to leave. Or how can it be possible in “Was This Love Written In The Stars” that this love is real if it feels like it was written on a bathroom wall? Lots of vocal power going on throughout the disc, but perhaps the strongest may be Thomas’ lead on “I Want To Love You,” a touching number where the character wants to be in love with the person he’s attracted to, but his life will not permit it at this time.

It is a definite different approach with the theatrical setting, but The Blues Cabaret with its vocal harmonies still holds onto blues themes throughout the lyrics and the performances both vocally and musically are on right on target. A very commendable, enjoyable and well-crafted production from the pen of Dave Fleschner.

Total Time: 55:33

Don’t Dig Too Deep / I Knew I Had The Blues / I Want To Love You / Interlude / Was This Love Written In The Stars / Goin’ To A Party / Chicken Pot Pie / I Believe In You And Me / Bottle Of Tolerance / Desert At Night / Thrill Of The Chase / That Night On The Rooftop / Thinkin’ ‘Bout You / Love’s A Merry Go Round

2016 Officer Elections; Intent to Run

, ,

PRESIDENT
This coming December, the Cascade Blues Association will reach its 30th anniversary. I began my role on the board of directors during the tenth anniversary celebration and have been holding the role of president for the past fourteen years. Over that time I have chaired and participated in numerous programs, with leadership behind events such as the Journey To Memphis since its inception and the Muddy Awards. I have also been the primary writer and staff photographer for the BluesNotes, spending endless hours each month in its preparation. I have also started to bring CBA merchandise to various venues and festivals this past year, something that had been done quite a bit in past years, but had fallen out of practice the past few.

Outside of the CBA I have been a strong piece of The Blues Foundation’s teams for the International Blues Challenge and the Blues Music Awards, both of which I work as part of the stage management team for these world-renowned events. During this past year I also released my first book that I co-authored with a friend from Baton Rouge titled Blues On Beale Street, Memoirs of the International Blues Challenge.

No matter what my role or where my travels may take me, I promote and talk about the blues talent in the Northwest. This has been my goal since I first became involved with the CBA board, to gain more recognition for our regional blues community and artists. It still remains my goal as does making our organization more secure and higher visibility within our local media and music audience.

Please consider me when selecting your next president of the Cascade Blues Association.

Thank you,
Greg Johnson

—————–

VICE PRESIDENT
It’s time for the 2016 CBA Board Officer elections. I would like to continue serving as the Vice President of this great organization.  As many of you know, this is a role I have held for 4 years and have worked hard during that time to promote blues activity in the Portland area, as well as beyond.  Wherever I go I talk about our CBA activities and I promote our amazing blues community, venues, and artists.  Being your Vice President has been hard work but also very rewarding and I hope I have lived up to the membership expectations.  I continue to do the CBA Calendar monthly and solicit input monthly from talent so that our calendar can have the most up to date content. I post “what’s happening” on our Facebook page regularly, and in September of 2015 I implemented an email blast which highlights the coming month activities and links to our website.  My travels bring me to a variety of festivals around the country, as well as sailing on the Legendary Rhythm and Blues Cruise — and I always make sure to promote CBA while I am attending these events.

Please consider me for the position of Vice President for the 2016 calendar year.

Wendy Schumer

—————-

SECRETARY
I am excited to introduce myself as a candidate for the position of Secretary for the 2016 year. I have been involved with the Cascade Blues Association for more than three years. During my time with the association I have provided many hours of service.

I have experience working with volunteer organizations serving as President, Treasurer, and Secretary for PTA, Girl Scouts, Boy Scouts, and Educational organizations. I have much education and training in the area of law, organizational structure, and education that will support my ability to provide guidance and leadership.

I look forward to providing support to the association and helping to continue to build positive relationships within the community.

Please consider me for the position of Secretary for the 2016 calendar year.

Sincerely,
Brenda Docken

Walter Trout

Battle Scars
Provogue

Walter Trout CD coverNothing provokes a storyteller more than his own life experiences, and when you face imminent death on your doorstep numerous times, there is a lot of thoughts to be spoken. Walter Trout has done just that. Facing certain death several times over the previous year, Trout stood face to face with the grim reaper and withstood everything he had to endure — and came out still breathing. On his latest release, Battle Scars, Trout relates the pangs and woes that he was dealt with. It’s not all pretty as you can imagine, but here he is to tell us about it in a very emotional manner.

He still delivers that stinging guitar sound that you’d expect. He certainly has not lost any of that tasteful bite. On “Cold, Cold Ground” he slings out some vicious licks while telling about how the angels came calling for him, but he was not ready to go, just as he’s not ready for the “Cold, Cold Ground.” The only thing he pleads for is to “Please Take Me Home,” where he can feel the security of his family and not have to face another long night laying in a hospital bed because “Tomorrow Seems So Far Away.” Throughout the album he tells about how he may have made wrong choices in life, but in the song “Gonna Live Again” he states that he now has a new chance and he’s going to make improvements and live his life again.

Battle Scars is a brutally honest and brave release from a man who has endured the harshest of experiences. The lyrics can be painful and heartbreaking at times, but the content of the music is all Trout at his very best. Welcome back to a musician who seemed so lost to us such a short time ago.

Total Time: 58:09

Almost Gone / Omaha Prelude / Omaha / Tomorrow Seems So Far Away / Please Take Me Home / Playin’ Hideaway / Haunted By The Night / Fly Away / Move On / My Ship Came In / Cold, Cold Ground / Gonna Live Again

What’s on Tap for December’s General Membership Meeting . . .

The Melody Ballroom, 615 SE Alder St., Portland
Wednesday, December 2, 7:00 pm
Members always Free – Non-members $3.00
Opening Acoustic Set – Walker T. Ryan
Second Electric Set – Rose City Kings

Walker T Ryan - press photoDecember is one of the most important times of the year for the Cascade Blues Association. Members who attend our monthly meeting, besides hearing great blues music, will be able to vote for the people they want filling the officer positions for the CBA’s board of directors. All officer positions are open, President, Vice President, Secretary, Membership Secretary, and Treasurer. Please bring your current membership card to receive a ballot. We will have an up-to-date list of members if you cannot find your card.

Aside from the voting, though, we know that you attend the monthly meetings to hear those various artists from our region you may not always have the chance to catch play the blues. And this month we have two great sets for you to enjoy.

Walker T. Ryan is a blues icon from Eugene who can recreate the sounds of the original Delta and Piedmont style bluesmen, yet brings them to his unique and original creation. Ryan is both a master slide and fingerpicker, and a true storyteller. Everything that you’d expect from a first class solo musician Walker T. Ryan is all that and more. He represented the Rainy Day Blues Society in Memphis at the International Blues Challenge this past January and continues to tour in support of his most recent recording, Living Room.

Perhaps one of the best descriptions of Ryan and his playing was offered by T.R. Kelly: “Walker never preaches. He tells stories and lets us see the truth with our own eyes. It sticks deeper that way. Walker has the soul of an Irish storyteller with a bluesman’s musical vocabulary, never failing to acknowledge and honor the African roots of the blues in his shows, while explaining the contributions of immigrants and  po’ whites, crazies and characters off all colors. Hence the fitting title ‘Underdog-American Music.’  His familiar-feeling yet inventively original songs speak of huge truths in the language of the working people, with words that fit around real  and sometimes raw feelings, not cleverly constructs from a rhyming dictionary.”

The second set of the night will bring out the newly reformed band the Rose City Kings. The band took a hiatus for a little while, but it’s back and ready to get the crowds rockin’ once again. In their original incarnation the band won a Muddy Award for best new act, released three albums, toured with Chicago blues master Jody Williams, and represented the CBA in Memphis at the International Blues Challenge. Over time they saw some changes, but never lost the energetic, driving force they presented in live performances.Rose City Kings - Facebook photo

The band consists of founder and sensational songwriter Dan “Kolvane” Berkery on guitar and vocals, joined by Tim Shaughnessy on bass, Steve Kerin on keyboards, Katy Oberg on percussion, Gary Keeney on drums and David Lipkind on harmonica. This is an exciting collection of some of the top musicians in Portland, each capable of handling the spotlight on their own, but collectively bring a moving and passionate show that will leave you wanting more.

We’ll hold our popular free ticket drawing in between sets, announce all the up-coming fun blues happenings and will also have our winner take all $1.00 raffle ticket drawing for a multi-CD package put together just for the meeting.

Join us at The Melody Ballroom this month, vote for your board officers, hear two sets of fantastic music and hook up with all your blues loving friends. Sounds like the place to be, this month and every month.

Warren Haynes Ashes & Dust Tour: Dec. 1st

Warren Haynes - press photoGrammy Award winning artist Warren Haynes is recognized as a cornerstone of the American music landscape and revered as one of the finest guitar players in the world. Throughout his prolific career Haynes has been part of three of the greatest live musical groups in rock history – Allman Brothers Band, Gov’t Mule, and the Dead. His virtuosic artistry has led to thousands of unforgettable performances. His latest project, Ashes & Dust, takes on a newer approach for Haynes, stemming away from the jam band format and moving toward Americana roots music. This is perhaps the most personal recording of his career.

Warren Haynes is touring in support of Ashes & Dust which will be coming to The Roseland Theater in Portland on Tuesday, December 1. Tickets are now on sale through CascadeTickets.com, ranging from $28.50 to $40.00. Opening acts are Jonathan Tyler and ChessBoxer with show time starting at 7:30 pm. This is a 21 & over show only.

Bylaws of the CBA

1999 Restated Bylaws
of the
Cascade Blues Association

As Approved by the Board on February 9, 1999

    Pursuant to the provisions of the Oregon Nonprofit Corporation Act (the “Act”), the Members adopt the following 1999 Restated Bylaws, which shall supersede the heretofore existing Bylaws and all amendments thereto:

ARTICLE 1

Purpose

1.1     The Corporation is organized and shall be operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or any successor statute (the “Tax Code“).

1.2     The purpose of this Corporation is to provide for the preservation, promotion and enhancement of blues music, on a nonprofit basis consistent with the provisions set forth in the Corporation’s Articles of Incorporation.

1.3     Subject to the express limitations and restrictions contained in this Article 1 and in Article 2 below, the Corporation may engage in any lawful activity for which corporations may be organized under the Act.

ARTICLE 2

Restrictions

2.1     No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its Directors, officers, or other private persons, except that the Corporation may pay reasonable compensation for services rendered and may make payments and distributions in furtherance of its purposes.

2.2     No substantial part of the activities of the Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, except to the extent permissible under Section 501(h) of the Tax Code.  The Corporation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.

2.3     The Corporation shall not carry on any other activities not permitted to be carried on by (a) a corporation exempt from federal income tax under Section 501(c)(3) of the Tax Code, or (b) a corporation to which contributions are deductible under Section 170(c)(2) of the Tax Code.

ARTICLE 3

Corporate Offices

  1. The Corporation shall have such offices as the Board of Directors may designate.

ARTICLE 4

Membership

4.1     The Corporation shall have Members as that term is defined in the Act.

4.2     Except by reason of nonpayment of dues, no Member may be expelled or suspended, and no membership may be terminated or suspended by the Board of Directors except pursuant to a procedure which is fair and reasonable taking into consideration all of the relevant facts and circumstances.

4.2.1     Such procedure shall provide:

(a)     Not less than fifteen (15) days prior written notice of the expulsion, suspension or termination and the reasons therefore; and

(b)     An opportunity for the Member to be heard by the Board of Directors, orally or in writing, not less than five days before the effective date of the expulsion, suspension or termination.

4.2.2     Any written notice given by mail must be given by first class or certified mail sent to the last address of the Member shown on the Corporation’s records.

4.2.3     Members may only be expelled, suspended or terminated upon a majority vote of the Board of Directors.

4.3     No person shall exercise any rights of membership if that person’s membership dues are not paid in full.

Bookmark with:

ARTICLE 5

Membership Meetings

5.1     Annual Meeting. The annual meeting of the membership shall be held on the first Wednesday of December for the purpose of electing officers, and for the transaction of other business.   If the election of officers cannot be or is not to be held on the date designated for the annual meeting, the Board of Directors shall cause the elections to be held at a special meeting of the Members as soon thereafter as convenient.

5.2     Special meetings. Special meetings of the Members for any purpose may be called by the President or by the Board of Directors.  Notice of special meetings shall be delivered by first class mail not less than seven (7) nor more than thirty (30) days before the date of the meeting to each Member, and shall be deemed delivered three (3) days after deposit in the US mail.

5.3     Monthly meetings. Monthly meetings shall be held on the first Wednesday of each month, at the place and time designated, and Corporate business shall be transacted at each such monthly meeting as needs require, just as in the case of special meetings described above.

5.4     Place of meetings. The Board of Directors may designate any time or place as the place of meeting for any meeting.

5.5     Voting lists. The membership secretary shall maintain a Membership List which includes every Member’s name and address. This list shall be subject to inspection by the Board of Directors at any board meeting or any other convenient time.

5.6     Inspection of the Voting List by Members. Pursuant to the Act, Members shall not have access to the membership list except on the express authorization and at the sole discretion of the Board of Directors. The Corporation shall provide a reasonable means for a Member to mail communications regarding voting at membership meetings to the other Members through the Corporation at the expense of the Member making the request.

5.7     Quorum. A majority of the Members present at any meeting shall constitute a quorum for the transaction of business.

5.8     Voting. For the annual election of officers, written ballots, will be distributed, one for each Member present, at the meeting held for purposes of election.  Ballots will be given only to Members whose membership status is in good standing.

5.9     Nomination of candidates. A nominating committee shall be appointed by the Board of Directors, which shall prepare a slate of candidates for offices. The slate of candidates for offices shall be mailed to the membership prior to the meeting designated for election. Only Members of Corporation shall qualify for nomination as officers. Members may write in their own candidates for any office on the ballot.

ARTICLE 6

Board of Directors

6.1     Size. There shall be between five (5) and fifteen (15) Directors, including officers. The exact number shall be determined from time to time by the Board.  No reduction in the size of the Board shall serve to cut short the term of any Director.

6.2     Composition and Election. The Board shall consist of five (5) officers and such additional non-officer Directors as are determined under Section 6.1.

6.2.1     Officers shall be elected as provided in Section 7.2.

6.2.2     Non-officer Directors shall be elected by the Board at the first scheduled Board meeting in July.

6.3     Authority. The business and affairs of this Corporation shall be managed exclusively and entirely by the Board of Directors. No Member of the association is authorized to act on behalf of the Corporation without the approval of the Board of Directors.

6.4     Meetings. The Board of Directors shall meet at least monthly to discuss Corporation business, and changes to the Bylaws. Regular meetings shall be arranged, both as to time and location, and noted in the minutes. Any Member of the Corporation may attend the first scheduled Board meeting of the month and address the Board. However, portions of any meeting may be held in Executive Session upon direction of the President. While in Executive Session, only Directors and specific invitees of the President may attend. Special meetings may be held upon call and notice by the president, or upon resolution of the Board of Directors. Directors shall be notified by mail or telephone of such special meetings.

6.5     Annual Meeting. The Board of Directors shall meet following the election of officers.

6.6     Quorum. A quorum of the Board of Directors shall be necessary to conduct business; a quorum shall consist of at least one-third of the prescribed number of Directors.

6.7     Voting. A resolution of the Board of Directors shall be determined by a majority vote of Directors in attendance at the meeting. Written ballots may be requested by any Director.

6.8     Director Conflict of Interest. Any Director can be disqualified from voting when a case of potential conflict of interest is determined by a majority of votes cast by the remaining Directors. A potential conflict of interest exists if one or more Directors could experience direct or indirect personal gain or loss due to the outcome of a Board resolution. Directors have an affirmative duty to disclose to the Board of Directors all material facts of any potential conflict of interest.  Actions of the Board are not voidable on the grounds of conflict of interest except as provided in the Act.

6.9     Term, Commencement of Term. Directors shall serve for a one year term. Officers shall begin serving on January 1st after the election.  At-Large Directors will begin serving immediately after their election or appointment.

6.10     Removal of Directors. At any regular or special membership meeting, one or more of the Directors may be removed by a majority vote of the Members present, and a successor may be elected to fill the vacancy created.  A Director whose removal is proposed shall be given an opportunity to speak to the membership prior to the vote for his or her removal.

6.11     Resignation of Directors. Any Director may resign at any time by giving written notice to the Board, the President or the Secretary of the Corporation. The effectiveness of such resignation shall not prejudice the rights, if any, of the Corporation against the Director so resigning.

6.12     Vacancies. A vacancy which occurs among the Board of Directors shall be filled by a majority vote of the remaining Directors. A Director elected to fill a vacancy shall serve the unexpired term of his or her predecessor in office.

ARTICLE 7

Officers

7.1     Enumeration. There shall be a President, a Vice-President, a Secretary, a Membership Secretary and a Treasurer. No person shall hold more than one office.

7.2     Election of Officers. Officers shall be elected by vote of the general membership at the annual membership meeting held in December as provided in Section 5.1.  Officers shall be elected by individual ballot.

7.3     President. The President shall supervise and direct the business of the corporation. In addition, the President shall preside at meetings of the Members and of the Board of Directors.

7.4     Vice President. In the absence of the President or as occasionally designated by the President or Board of Directors, the Vice President shall perform the duties of the President.

7.5     Secretary. The Secretary shall keep minutes of all meetings of the Membership and Board of Directors, see that all notices are given in accordance with these Bylaws as required by law, and be custodian of the corporate records. The Secretary shall maintain a list of all generally authorized CBA activities.

7.6     Membership Secretary. The Membership Secretary shall keep the Membership roster current and accurate.

7.7     Treasurer. The Treasurer shall have charge of, custody of and control of all funds of the corporation, shall give and receive monies payable and due to the Corporation from any sources and deposit such money in the name of the Corporation in such banks as may be selected in accordance with these Bylaws. The Treasurer shall maintain a list of generally authorized monetary expenditures approved by the Board. The Treasurer shall be custodian of all financial records, invoices and receipts of the Corporation. The Treasurer shall provide a financial status report to the Board each month which includes all financial transactions of the Corporation.

7.8     Compensation.     No Officer shall receive financial compensation for his or her services as an Officer of the Corporation.

ARTICLE 8

Contracts, Checks and Deposits

8.1     Contracts. No contract may be made in the name of the Corporation without the approval of the Board of Directors. Such approval may be granted in general or confined to specific instances.

8.2     Loans. No loan may be made on behalf of the Corporation unless authorized by the Board of Directors in writing.

8.3     Disbursements. The Board of Directors shall approve the writing of all checks, or payment of money by the Corporation. Such approval may be granted in general or confined to specific instances. Dispersal of petty cash shall adhere to guidelines established by the Board.

8.4     Banking. All funds of the Corporation shall be deposited to the credit of the Corporation in such banks or trust companies or other depositories as the Board of Directors may select.

ARTICLE 9

Limitation of Liability, Indemnification

9.1     Liability:

9.1.1     No Director or uncompensated officer of the Corporation shall be personally liable to the Corporation or its Members for monetary damages for conduct as a Director or uncompensated officer; provided that this Article shall not eliminate liability which may not be eliminated under the Act.

9.1.2     No amendment to the Act that further limits the acts or omissions for which elimination of liability is permitted shall affect the liability of a Director or uncompensated officer for any act or omission which occurs prior to the effective date of such amendment.

9.1.3     The provisions of this Article are intended to be in addition to and not in limitation of any other provisions of the Bylaws or any agreement of the Corporation or any law that eliminates or limits the liability of Directors, officers and others acting on behalf of the Corporation.

9.2     Indemnification. A Director, Officer, employee, Member or agent of the Corporation shall be indemnified against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with any civil action, suit or proceeding in which he or she may be named as a party, and which is in connection with his or her duties as a Director, Officer, Employee, Member or Agent of this Corporation if he or she acted in good faith. and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation.

Amendments to Bylaws

10.1     How Proposed. Amendments to these Bylaws shall be proposed by either a majority of the Board or by Members having one-third of the votes entitled to be cast for such amendment. The proposed amendment must be reduced to writing and shall be included in the notice of any meeting at which action is to be taken thereon.

10.2     Adoption. The proposed amendment may be adopted by the membership at a regular or special meeting of the Members called for that purpose. However, those provisions of these Bylaws which are governed by the Articles of Incorporation of this Corporation or by the Act may not be amended except as provided in the Articles or in the Act.

ARTICLE 11

Other Business Items

11.1     Committees. The activities of the Corporation shall be carried out by committees. The structure and configuration of the committees shall be determined by the Board of Directors. Each committee will operate under the guidance of a committee chairperson within parameters defined by its charter, a written statement of its goals and operations. All committee chairpersons will be assigned by the Board of Directors. No committee shall engage in any activity beyond the scope of its charter without the approval of the Board. Committees shall regularly report to the Board of Directors as prescribed by the Board. The Board of Directors shall provide guidance and assistance to the committee chairpersons.

11.2     Fiscal Year. The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each year.

11.3     Corporate Seal. The Board of Directors may provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, the name of the State of Oregon, and the words “Corporate Seal.”

11.4     Notice and Waiver of Notice:

11.4.1     Notice. All notices to the Corporation or to the Board shall be sent care of the President, to the principal office of the Corporation or to such other address as the Board may hereafter designate from time to time. All Member notices shall be sent to the last address designated by the Member.

11.4.2     Waiver. Whenever any notice is required to be given to any Member or Director of the Corporation under the provisions of these Bylaws, the Articles of Incorporation, or by law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.