Bylaws.

BYLAWS OF SILVER RAIL CHILDREN'S FUND
An Oregon Public Benefit Nonprofit Corporation — preliminary draft of October 26, 2026

1. Name And Offices
2. Purpose And Beneficiaries
3. Members
4. Board Of Directors
5. Officers
6. Disbursement Committee
7. Financial Controls
8. Conflicts Of Interest
9. Indemnification
10. Amendments
11. Dissolution

ARTICLE I — NAME AND OFFICES

1.1 The name of the corporation is Silver Rail Children's Fund (the "Fund").

1.2 The principal office shall be in Deschutes County, Oregon, at a location set by the board.

ARTICLE II — PURPOSE AND BENEFICIARIES

2.1 Purpose. The Fund is organized and operated exclusively for charitable purposes under Section 501(c)(3) of the Internal Revenue Code, as stated in its Articles of Incorporation.

2.2 Beneficiary Class. The Fund exists to serve the "Silver Rail Children," defined as: (a) every child who was enrolled at or physically present at Silver Rail Elementary School in Bend, Oregon, on October 15, 2026; (b) the siblings of each such child, including step-siblings and foster siblings residing in the same household; and (c) the children of staff who were employed at Silver Rail Elementary on that date. A child's membership in the Beneficiary Class does not end when the child leaves Silver Rail Elementary, changes schools, or moves. It ends on the child's twenty-fifth birthday, or earlier if the Fund is dissolved under Article XI.

2.3 Nature of Support. The Fund provides resources, recreational and enrichment experiences, educational support, counseling and therapeutic services, and scholarships to the Silver Rail Children, including passes, tickets, memberships, camp and program fees, supplies, travel for such experiences, and other resources that serve the children's recovery and well-being. The Fund may operate named programs, including the "Silver Rail Kids Fun Fund." Support is provided with the least burden on families that is practical; no family is required to document need or trauma beyond confirming that a child is in the Beneficiary Class.

2.4 Equal Access. Each child in the Beneficiary Class is eligible for the same baseline support, including group programs open to all. Additional support to a particular child may be provided based on that child's circumstances as determined by the Disbursement Committee under Article VI.

2.5 Direct Payment to Providers. The Fund pays businesses and providers directly for goods and services received by a child. The Fund does not make cash grants, reimbursements, or other payments to parents, guardians, or households. The Fund pays vendors in full at ordinary rates and does not require vendors to donate as a condition of participation, though it may accept in-kind gifts freely offered.

2.6 No Amendment Against the Beneficiary Class. Sections 2.2, 2.3, and 2.5 may not be amended to remove any child from the Beneficiary Class or to permit payments to parents, and may be amended only to broaden the class or the nature of support.

ARTICLE III — MEMBERS

3.1 The Fund has no members. Any action that would otherwise require member approval under Oregon law requires only approval of the board.

ARTICLE IV — BOARD OF DIRECTORS

4.1 Powers. The affairs of the Fund are managed by the board of directors, except that authority over individual distributions is reserved to the Disbursement Committee under Article VI.

4.2 Number. The board consists of five, seven, or nine directors, the exact number set by board resolution. The board is always odd-numbered.

4.3 Composition. At all times a majority of directors shall be parents or legal guardians of Silver Rail Children. The board may include directors who are not parents of Silver Rail Children, selected for skills such as finance, law, mental health, or nonprofit management.

4.4 Term. Directors serve two-year terms and may serve up to three consecutive terms. Initial directors' terms shall be staggered so that roughly half expire each year, as set at the first annual meeting.

4.5 Election. Directors are elected by majority vote of the directors then in office at the annual meeting.

4.6 Vacancies and Removal. Vacancies are filled by the remaining directors. A director may be removed with or without cause by two-thirds of the directors then in office.

4.7 Meetings. The board meets at least quarterly. Meetings may be held by video or phone. Notice of at least five days is required for regular meetings and 48 hours for special meetings; notice may be waived.

4.8 Quorum and Voting. A majority of directors in office is a quorum. Action is by majority of directors present at a meeting with a quorum, except where these bylaws require more. Action may be taken without a meeting by unanimous written consent, including email.

4.8A Electronic Voting. The board and every committee may take any action by electronic vote — email, text, or an online ballot — on every matter they may decide, including elections, removals, policies, budgets, disbursements, and amendments, as permitted by ORS 65.343: an announcement goes to every director at the email or mobile number on record describing the matter and setting a voting deadline at least 48 hours out (or sooner if every director votes before it); directors may change their vote until the deadline; the action passes with a majority of directors in office, or any greater vote these bylaws require for that action; it takes effect at the deadline; a conflicted director is excluded and recorded as not voting; and the announcement, votes, and result are filed with the minutes. Electronic signatures are valid for every signature, consent, and disclosure under these bylaws (ORS 84.001 to 84.061).

4.9 Compensation. Directors and officers serve without compensation. Directors may be reimbursed for reasonable documented out-of-pocket expenses approved in advance.

4.10 Directors' Own Children. A child of a director, or of a member of a director's household, is eligible only for baseline support and group programs open to all Silver Rail Children under Section 2.4, and may not receive individual support under Section 2.4 or Article VI while the director serves and for one year after the director leaves the board.

4.11 Training. Each director, officer, and committee member shall complete trauma-informed training designated by the board within 60 days of taking office and shall affirm completion annually.

4.12 Public Records. These bylaws, the conflict-of-interest policy, and the minutes of board meetings shall be posted publicly, redacted only as needed to protect the privacy of beneficiary families.

ARTICLE V — OFFICERS

5.1 The officers are a President, a Secretary, and a Treasurer, elected by the board for one-year terms. One person may not hold both President and Treasurer.

5.2 The President presides at meetings and is the Fund's public representative. The Secretary keeps minutes and records. The Treasurer oversees funds, keeps accounts, and reports at each board meeting.

ARTICLE VI — DISBURSEMENT COMMITTEE

6.1 Purpose. Because the directors are generally parents of children in the Beneficiary Class, decisions about support to individual children are made by an independent Disbursement Committee, not by the board.

6.2 Composition. The Disbursement Committee consists of three members appointed by the board for two-year terms. No member may be a parent or legal guardian of a Silver Rail Child, or a relative or household member of one. A director who meets this standard may serve on the committee. The board shall seek at least one member with clinical, counseling, or school-psychology experience and at least one with accounting or financial experience.

6.3 Authority. The committee has sole authority to approve, modify, or decline any request for support to an individual child or household beyond the baseline under Section 2.4, and to set guidelines for such support within the budget the board allocates. The board may not overrule a committee decision on an individual request. The board sets the overall budget available to the committee and may adopt general policies that apply to all children equally.

6.4 Process. A parent or guardian describes what would help their child. The committee hears the request and decides by majority vote; it may ask questions but shall not require a family to prove trauma or need. Every approved request is paid directly to the provider under Section 2.5.

6.5 No Payments Until Seated. No individual support is distributed until all three committee seats are filled. Group programs open to all Silver Rail Children may proceed on board approval in the meantime.

6.6 Reporting. The committee reports to the board at least monthly the number and total amount of requests approved and declined, by category, without identifying any child.

ARTICLE VII — FINANCIAL CONTROLS

7.1 Accounts. All funds are held in accounts in the Fund's name and Tax ID. No funds may be held in a personal account.

7.2 Two Signatures. Every disbursement requires the approval of two officers, neither of whom is the parent or guardian of the child for whom the payment is made.

7.3 Transparency. The Treasurer publishes, at least monthly, a public summary of funds received and disbursed, by category and payee, in a form that never identifies a beneficiary child or family.

7.4 Fiscal Year. The fiscal year is the calendar year.

7.5 Records. Books, minutes, and donor records are kept for at least seven years.

7.6 Fiscal Sponsorship. The board may enter into a fiscal sponsorship agreement with a 501(c)(3) organization to receive and hold charitable contributions on the Fund's behalf, provided the agreement preserves the restrictions in Article II.

ARTICLE VIII — CONFLICTS OF INTEREST

8.1 The board shall adopt and annually affirm a conflict-of-interest policy consistent with IRS guidance. Each director shall abstain from any vote that provides support to their own household beyond the baseline available to all households under Section 2.4, and shall disclose any financial interest in a vendor or provider paid by the Fund. Every director, officer, and committee member signs the policy's annual disclosure statement on taking office and each year after. The policy applies to electronic votes and written consents exactly as it applies to votes at a meeting.

ARTICLE IX — INDEMNIFICATION

9.1 The Fund shall indemnify directors, officers, and committee members to the fullest extent permitted by ORS Chapter 65, and may purchase directors' and officers' insurance.

ARTICLE X — AMENDMENTS

10.1 These bylaws may be amended by two-thirds of the directors then in office, subject to Section 2.6. Amendments are posted publicly within 30 days of adoption.

ARTICLE XI — DISSOLUTION

11.1 The Fund may be dissolved by two-thirds of the directors then in office. Remaining assets shall be distributed as provided in the Articles of Incorporation, with first preference to a scholarship or enrichment fund for the Silver Rail Children.

Adopted by the board of directors on ____________, 2026.
____________________, Secretary