After many hours of work and difficult discussions, your COTA board has finalized a new set of bylaws that will go into effect on February 1, 2016.  The new bylaws can be reviewed via the link below.

The process of creating the new bylaws started with an example set of bylaws from The Oregon Nonprofit Corporation Handbook, which was written by Cindy Cumfer & Kay Sohl. From there, your COTA board modified the example set to reflect how COTA currently utilizes chapters. Once the COTA board had a draft set of bylaws, all members were allowed to comment on the draft bylaws. Minor changes were made based on those comments submitted by the various members.  Those comments have been compiled into a single document and can be reviewed via the link below.

In general, very few comments were submitted by COTA members. Overall, twenty (20) people submitted comments and nineteen (19) were COTA members. Significant comments generally fell into the following categories:

  • Bylaws were good as presented
  • Term limits, both in favor and against
  • Policies on board election
  • The range of board members was too big (minimum 3 to a maximum of 15)
  • Member termination

After reviewing all comments submitted, the COTA board determined the following:

Term Limits: There are several advantages and disadvantages of having term limits. The COTA board discussed both and after careful consideration determined that an annual election is the most efficient way to deal with term limits in that ultimately, the members will have the ability to vote a board member out of office. Hence, the COTA board determined that no term limits were necessary.

Policies on board elections: Some members wanted the bylaws to include details about how annul elections would operate. The COTA board determined that policies on board elections are just that, policies. The COTA board is currently drafting an election policy and a nomination policy with committees to be created. Those two committees will propose to the COTA board how the June 2016 election will operate.

Range of board members: The COTA board determined that 3 to 15 was a good range and allowed for flexibility. More importantly, the COTA board created the board structure so that all chapters have one representative on the board but that the general board members will always have a greater number of board positions. By way of example, if there are five (5) chapters, there will be at least six (6) general board members for a total of eleven board members. This maximizes the total chapters to be seven (7), which will allow for some growth.

Member Termination: Based on the example set of bylaws that the COTA board started with, a clause for member termination was included. The ability to terminate a member is necessary as the organization should come before any single member. If a member is representing COTA in a manner that threatens COTA’s ability to achieve its mission, the organization must have a tool to deal with that member.

While other minor comments were submitted, those comments were either incorporated into the bylaws or were deemed to be better addressed as policies within the organization.

And finally, any future board can amend these bylaws as that future board deems appropriate.

If you have questions or concerns about the process or the final bylaws, please contact us.


Jade Mayer


Central Oregon Trail Alliance

2016 Cota Bylaws

Bylaw comments