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Old January 25th, 2011, 06:19 PM   #1
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Default Chapter Policies and Procedures

I am posting the Chapter Policies and Procedures on every OGF chapter's forum. This information was previously in a private forum for chapter leadership, but it is good for everyone to have easy access. Thanks!
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Old January 26th, 2011, 10:28 AM   #2
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Default BYLAWS

BYLAWS


OREGON GREEN FREE



ARTICLE I. PURPOSE

Section 1. Purpose

ARTICLE II. NONVOTING MEMBERS

Section 1. Nonvoting Members
Section 1. Rights and Obligations of Nonvoting Members

ARTICLE III. BOARD OF DIRECTORS

Section 1. Duties of the Board
Section 2. Qualifications of Directors
Section 3. Number of Directors
Section 4. Terms of Directors
Section 5. Selection of Directors
Section 6. Filling Vacancies
Section 7. Removal of Directors
Section 8. Resignation of Directors
Section 9. Election of Chair and Officers
Section 10. Conduct of Directors
Section 11. Quorum
Section 12. Decision Making and Voting
Section 13. No Proxy Voting
Section 14. Meetings
Section 15. Electronic Meetings
Section 16. Decisions without Meetings
Section 17. Notice of Meetings
Section 18. Waiver of Notice
Section 19. Authority of Directors
Section 20. Unexcused Absence Policy


ARTICLE IV. OFFICERS, CHAIRPERSON, STAFF, AND CHAPTERS

Section 1. Officers
Section 2. Election and Term of Office
Section 3 .Removal
Section 4. Vacancies
Section 5. President
Section 6. Vice President
Section 7. Secretary
Section 8. Treasurer
Section 9. Chair
Section 10. Executive Director and Staff
Section 11. Chapters


Page 2 of 13 Oregon Green Free Bylaws as amended February 1, 2010


ARTICLE V. COMMITTEES


Section 1.Establishment
Section 2. Board Committees
Section 3. . Non-Board Committees
Section 4. Committee Members
Section 5. Chair
Section 6. Committee Procedures
Section 7. Limitation on Powers


ARTICLE VI. MISCELLANEOUS PROVISIONS

Section I. Compensation of Officers and Directors
Section 2. Conflicts of Interest
Section3. Tax Year
Section 4. No Discrimination
Section 5. Annual Financial Review


ARTICLE VII. AMENDMENTS

Section 1. Articles of Incorporation and Bylaws

NOTE: The Oregon Nonprofit Corporation Act (OKs Chapter 65) both establishes and limits the powers and procedures available to
nonprofit corporations. Where any questions arise about the meaning of these bylaws, or where these bylaws are silent on an issue,
the Oregon Nonprofit Corporation Act should be consulted. For assistance in updating. amending, or interpreting these bylaws.
contact David Atkin, Attorney, at Nonprofit Support Services.

Page 3 of 13 Oregon Green Free Bylaws as amended February 1, 2010


BYLAWS

OREGON GREEN FREE

ARTICLE I. PURPOSE

Section 1. Purpose The purposes of Oregon Green Free (OGF) are exclusively those allowed
for organizations defined under 501(c)(3) of the Internal Revenue Code. Within these limits,
the purposes of Oregon Green Free include the following:

To provide a broad range of assistance, support, services, and products to registrants of the
Oregon Medical Marijuana Program under the Oregon Medical Marijuana Act (OMMA); and
especially to assist low income patients.

To educate the public and provide information to all interested persons about the legal system
and rules established by the legislature and state government under the OMMA.

ARTICLE II. NONVOTING MEMBERS

Section I. Nonvoting Members. Oregon Green Free will not have voting members but may
have nonvoting members.

Section 2. Rights and Obligations of Nonvoting Members. The nonvoting members will have
no power to vote on the election of directors or members, or to participate in a binding vote
on any corporate matters. The Board of Directors may by resolution establish categories of
nonvoting membership and determine the dues, obligations. and privileges of members in
those categories.

ARTICLE III. BOARD OF DIRECTORS

Section I. Duties of the Board. The Board of Directors must establish the corporation's
policies and review and change them as necessary, oversee its programs and activities.
supervise its staff director, authorize its expenditures, oversee its financial affairs. and ensure
the proper management and use of its assets and property. The Board must also ensure that
the corporation properly employs the necessary corporate formalities to make its decisions.
that it prepares and submits all required state and federal reports, and that it operates in
compliance with relevant state and federal laws. Board members must diligently prepare for,
attend, and participate in the meetings of the Board of Directors and any Board committees as

Page 4 of 13 Oregon Green Free Bylaws as amended February 1, 2010


needed, in order to carry out these tasks. The role of the Board does not include direct
management or conduct of the daily operations of the organization, or the supervision of staff
members other than the staff’s executive director.


Section 2. Qualifications of Directors. Nominees for positions on the Board of Directors
must have exhibited an interest in and commitment to the purposes of Oregon Green Free,
and must be a verified member of Oregon Green Free for a period of at least six months; the
membership requirement is waived if a new Board of Directors member is elected by a
unanimous vote of the current board members.


Section 3. Number of Directors. The Board of Directors will consist of no fewer than five
and no more than fifteen members. The specific number of directors within this range must
be set and may be changed by resolutions passed by a majority of the directors in office.
The Board may in this way increase the size of the Board and then may elect new directors
to fill the newly created director positions.


Section 4. Terms of Directors. Directors will serve one-year terms. However, unless they
formally resign or are removed from office, directors will remain in office until their
successors are properly elected, designated, or appointed. There is no limit to the number
of terms, successive or otherwise, a director may serve.


Section 5. Selection of Directors.
A) The initial members of the Board of Directors shall be appointed by the Incorporator.
Subsequent directors shall be elected by the then-current Board members at an annual
election meeting of the Board held for that purpose. The vote must be by a secret ballot if
any person so requests.


B) The Board shall prepare and adopt by resolution, a formal written policy regarding the
details of the Board election process, including requirements for the announcement of
elections and the solicitations of nominations, the role of a nominating committee, and the
schedule and procedures that must be used to hold elections.


C) The annual election meeting for the election of directors will take place during the first
quarter of the calendar year, unless the meeting is set for a different period of the year by
resolution of the Board. The exact time and location of the election meeting will be set by
resolution of the Board.


Section 6. Filling Vacancies. The Board of Directors may elect new directors to fill any
vacancies on the Board. including vacancies created by the passage of a resolution
increasing the total number of Board member positions. A director appointed to fill a
vacancy will serve only until the next regular election of directors, at which time she or he
must be elected by the Board in order to remain a director.


Page 5 of 13 Oregon Green Free Bylaws as amended February 1, 2010



Section 7. Removal of Directors. A director may be removed for the causes stated in these
bylaws by a majority of the directors in office not counting the director to be removed. A
director may be removed without cause by a two-thirds vote of the directors in office,
excluding the director to be removed. Notice of the meeting must be given that states that
the removal of a director is to be considered at that meeting. A director may be removed
for the following causes: repeated failures to attend Board meetings, failing to fulfill the
duties required of directors, or intentional acts or omissions that a prudent person could
reasonably have foreseen would seriously damage the reputation or interests of the
corporation. In addition, Section 20 provides for the automatic removal of a director based
on unexcused absences from Board meetings.

Section 8. Resignation of Directors. A director may resign at any time. The resignation of a
director must be in writing and be delivered to the Board of Directors, its presiding officer,
the president, or the secretary. Once delivered, a notice of resignation is irrevocable.

Section 9. Election of Chair and Officers. As soon as possible following each annual election
of directors, the Board of Directors must elect new officers of the corporation.

Section 10. Conduct of Directors. Directors must discharge their duty of loyalty and their
duty of diligence in good faith with the care an ordinarily prudent person in a like position
would exercise under similar circumstances and in a manner the director reasonably believes
to be in the best interest of the corporation. Directors shall sign a non-disclosure agreement,
Directors shall also sign non-compete agreement covering a one year period after leaving
Oregon Green Free limited in geographic scope to the State of Oregon.

Section 11. Quorum. At all meetings of the Board of Directors, the presence of a majority of
the directors is necessary to allow the transaction of corporate business or the making of
corporate decisions. If no specific number of directors has been set, then a quorum is a
majority of the number of directors in office immediately before the meeting begins.

Section 12. Decision-Making and Voting. The directors must diligently and conscientiously
attempt to make decisions by consensus. They must employ all standard consensus practices
and techniques including the expression and careful consideration of minority views. When a
consensus apparently cannot be achieved, any director may request that a vote be taken
instead. The affirmative vote of a majority of the voting members of the Board at any
properly called meeting at which a quorum is present, is necessary and sufficient to make a
decision of the Board of Directors of Oregon Green Free unless a greater proportion is
required by law or by these bylaws.

All decisions require a clearly stated motion, a second, and a vote that must be recorded in

Page 6 of 13 Oregon Green Free Bylaws as amended February 1, 2010


the written minutes. Each member of the Board of Directors will have one vote. At the
request of any director, the names will be recorded in the minutes of each director who voted
for, voted against, or abstained on a particular motion.

Section 13. No Proxy Voting;. No voting by proxy is allowed at any meeting of the Board of
Directors or as part of reaching any decision of the Board.

Section 14. Meetings. Meetings of the Board of Directors may be called by the president, .the
chair of the Board, or 50% of the directors in office.

Section 15. Electronic and Telephonic Meetings. Meetings may be held by telephone as long
as all participating directors may simultaneously hear and speak with each other. Meetings
may be held electronically on the web in the specially designated Board Room Forum of
Oregon Green Free, and Directors shall be notified of such meetings in accordance with
Section 17 below, and shall have a one week period following notification to vote on any
matters addressed at electronic meetings. A director participating in such a meeting is
deemed present for purposes of a quorum.

Section 16. Decisions without Meetings. The Board may make any decision or take any
action within its power without a meeting through a "unanimous consent resolution" in
writing, that sets forth the action so taken, and is signed by all of the directors then in office.
The resolution is effective when the last director signs the consent, unless the resolution
specifies an earlier or later date. The unanimous consent resolution may be sent or
transmitted by mail, fax or email. The consent resolution must be filed with the corporate
records.

Section 17. Notice of Meetings. Notice must be given of every meeting of the Board, stating
the date, time, and location of the meeting, and the purpose of the meeting if so required by
law or these bylaws. The notice must be given not less than 2 days in advance of the meeting
if delivered by phone or in person, and not less than 7 days in advance if delivered by first
class mail, in the web-based Board Room Forum, email, or fax to an address provided by the
individual director.

Regular meetings: After the initial notice is given of the schedule for a series of regular
meetings, which will occur at a fixed time and place, no further separate notice is required for
each of those regular meetings. Notice must state the time, date, and location of the meeting.
The Board may by resolution establish or change the dates of regularly scheduled meetings,
with proper notice given to all directors.

Section 18. Waiver of Notice. Any director may waive the right to receive full advance notice

Page 7 of 13 Oregon Green Free Bylaws as amended February 1, 2010


of any meeting. Waivers of notice must be in writing, signed by the person entitled to notice,
and given to the secretary to be placed in the corporate records. Waivers may be signed
before or after the meeting has taken place. The attendance of a director at any meeting
without specific objection to the notice constitutes a waiver of the right to receive full notice
of that meeting.

Section 19.Authority of Directors. No director may act on behalf of the corporation without
specific authorization by the Board to do so.

Section 20. Unexcused Absence Policy. A director with three unexcused absences from
Board meetings is automatically removed from the Board of Directors, and replacement shall
be voted on at the next Board meeting, or as soon thereafter as reasonably practicable. A
director giving notice of unavailability at least 24 hours prior to a Board meeting shall be
deemed excused, or in the case of an emergency or unforeseeable circumstance beyond the
reasonable control of the director reported to the Board as soon as practicable, but prior to the
Board meeting if possible. The minutes shall reflect whether a Board members absence is
excused or unexcused.

ARTICLE IV.OFFICERS, CHAIRPERSON, STAFF, AND CHAPTERS

Section 1. Officers. The officers of Oregon Green Free must carry out the policies and
decisions of the Board of Directors as directed by the Board. Officers include a president,
secretary, and treasurer, and may also include one or more vice presidents, a chairperson and
any other officers the Board may desire. The same person may not hold the offices of
president and secretary at the same time, but the same person may hold any other two offices.
Officers do not have to serve simultaneously as members of the Board of Directors. Officers
who are not members of the Board have no right to vote on Board decisions.

Section 2. Election and Term of Office. The officers of Oregon Green Free will be elected for
a one year term by the Board of Directors. Election of officers must be done as soon as
possible following the election of directors. Each officer will hold office for one year or until
her or his successor has been properly elected and has taken office, unless she or he resigns.

Section 3. Removal. Any officer elected or appointed by the Board of Directors may be
removed by the Board of Directors whenever, in its judgment. the interests of the corporation
would be best served by such removal.

Section 4. Vacancies. If any office of the corporation becomes vacant by death, resignation,
retirement, removal, disqualification, or any other cause, the directors in office, although less
than a quorum, may elect or appoint an officer to fill such a vacancy. The elected officer will
hold office for the unexpired portion of the term of that office.

Page 8 of 13 Oregon Green Free Bylaws as amended February 1, 2010


Section 5. President The president is the principal officer of the corporation and will, in
general, supervise or oversee the supervision of all of the affairs of the corporation. The
president generally will preside at all meetings of the Board of Directors unless the Board
selects another person to preside. The president must also perform other duties as may be
assigned by the Board of Directors. The president may serve as an ex-officio member of any
committee.

Section 6. Vice President. In the absence of the president or in the event of the president's
inability to act, the vice president performs the duties of the president. The vice president,
when acting as president, has all the powers of and is subject to all the restrictions on the
president. The vice president must also perform other duties assigned by the Board of
Directors. More than one position of vice president may be created and their duties clarified
through the amendment of this section of these bylaws.

Section 7. Secretary. The secretary must perform or oversee the performance of the following
duties: a) record and keep the minutes of the meetings of the members and of the Board of
Directors or any Board committees, b) see that all notices are duly given in accordance with
the provisions of these bylaws or as required by law; c) be custodian of the corporate records;
d) keep a register of each member's mailing address provided by such member; e) ensure that
all required state and federal reports are prepared and filed in a timely fashion; and f )
perform or oversee all duties incident to the office of secretary and such other duties as from
time to time may be assigned by the president or by the Board of Directors. The Secretary
may delegate some or all of these tasks but remains responsible for their proper completion.

Section 8. Treasurer. The treasurer must perform or oversee the performance of the following
duties: a) be responsible for the proper management and control of all funds of the
corporation; b) prepare full and accurate financial records on a timely basis of all of the
income, expenses, and assets of the corporation; c) present reports at every Board meeting on
the financial affairs of the corporation; and d) provide financial information necessary to
prepare and file the required reports to state and federal government agencies, showing the
income, disbursements, and assets of the corporation. The Treasurer may delegate some or all
of these tasks but remains responsible for their proper completion.

Section 9. Chair. The Board may elect a chair and determine his or her duties.

Section 10. Executive Director and Staff. The Board may appoint or employ an executive
director or other staff. whether paid or unpaid, to perform and conduct the programs and
activities of the organization. Unless the Board determines otherwise, the executive director
will have the power, subject to the Board of Directors, to hire staff, establish staff duties and
performance standards, evaluate the performance of staff and when necessary terminate the
employment of staff of the corporation.

Page 9 of 13 Oregon Green Free Bylaws as amended February 1, 2010


Section 11. Chapters. The Board of Directors may authorize the formation of chapters as it
deems necessary to accomplish the mission of Oregon Green Free throughout the State of
Oregon. The operation of Chapters shall be subject to specific rules as written in the Chapter
Policies and Procedures, which shall be adopted by the Board of Directors and may be
modified by the Board of Directors in its sole discretion from time to time.

ARTICLE V. COMMITTEES

Section 1. Establishment. The Board may establish any committee, including standing
committees or temporary committees, by a resolution of the Board. Such resolutions must
name the committee and the purpose of the committee, must state whether it is a "Board"
committee or a "non-Board" committee, and must state what powers, authority, and duties
have been delegated to the committee, how the chair of the committee is appointed, how the
members of the committee may be appointed, and what procedures, if any, the committee
must use in carrying out its work.

The Board of Directors will always have the power to amend, alter, or repeal the
decisions of its committees, subject to limitations on the unilateral amending of
contracts, interference with third-party rights, and other legal limitations.

Section 2. Board Committees. The Board may establish "Board" committees to which are
delegated part of the power of the whole Board to authorize expenditures, adopt budgets, set
policy, establish programs or make other decisions for the corporation. Such committees are
established by resolution of all directors then in office. Board committees must consist of
two or more directors, and must not have any members who are not members of the Board
of Directors.

Executive Committee: The Board shall elect an executive committee consisting of at least
three members. Elections shall be held annually. The Executive Committee will have the
power to make decisions between Board meetings, including financial and budgetary
decisions. The Executive Committee must comply with the provisions of the bylaws
concerning the full Board as far as those are reasonably applicable to the Executive
Committee. All Executive Committee decisions must be reported to the Board of Directors at
the regular Board meetings and shall be reflected in the minutes. Any director may be a
member of the Executive Committee.

The Chief Executive Officer (CEO) shall be the highest position on the Executive
Committee. The CEO is responsible for the overall day-to-day activities of Oregon Green
Free. The CEO has signatory authority for major contracts, and other legal documents, as
required. The CEO acts under the direction of the Board. For substantial actions to be taken,
the CEO will act on behalf of Oregon Green Free through a vote of the Board of Directors or

Page 10 of 13 Oregon Green Free Bylaws as amended February 1, 2010


by resolution of the Board of Directors. In the absence of the CEO, any other member of the
Executive Committee may fulfill the CEO’s duties. The Executive Committee has the sole
authority to enter into contracts on behalf of Oregon Green Free, and only Executive
Committee members’ signatures may bind Oregon Green Free to a contract.

Section 3. Non-Board Committees. The Board may establish "non-board committees,
including working committees or advisory committees, which do not have the power to
authorize expenditures, adopt budgets, set policy, establish programs, or make decisions for
the corporation. Such committees are established through a resolution adopted by the
directors present at a properly called meeting. Any person may be a member of such a
committee, whether or not that person is a member of the Board of Directors.

Section 4. Committee Members. The Board must appoint the members of every Board
committee. The Board, the President or the Committee Chair may appoint the members of
Non-Board Committees. The term of office of a member of a committee will continue until
his or her successor is appointed unless the committee is terminated, the member resigns or is
removed from the committee, or the member ceases to qualify as a member of the committee.

Section 5. Chair. One member of each committee will be selected or appointed chair by the
Board. or if the Board wishes, it may delegate that power to the president or the members of
the committee.

Section 6. Committee Procedures. Unless otherwise specified, Board Committee meetings
will operate with the same quorum and voting requirements as [he full Board, and as far as
possible will operate according to the procedures of the Board as stated in these bylaws. If
any formal decisions or resolutions are voted on at a committee meeting, then the votes and
the resolutions so adopted must be recorded in the form of corporate minutes and filed with
the secretary.

Section 7. Limitation on Powers. No committee may a) elect, appoint, or remove any officer,
member of the Board of Directors, or member of a Board committee; b) authorize the sale,
lease, exchange, or mortgage of all or substantially all of the property and assets of the
corporation; c) authorize the dissolution of the corporation or revoke proceedings therefore;
d) amend. alter, or repeal the Articles, the bylaws, or any resolution of the Board of
Directors; or e) authorize the payment of a dividend or any part of the income or profit of the
corporation to its directors or officers.

ARTICLE VI. MISCELLANEOUS PROVISIONS

Section 1. Compensation of Officers and Directors. No officer or member of the Board of
Directors will receive any compensation for fulfilling the responsibilities of a member of the
Board or of an officer as defined in these bylaws. However, the corporation may pay
compensation to officers and members of the Board of Directors for other services performed

Page 11 of 13 Oregon Green Free Bylaws as amended February 1, 2010


as employees or independent contractors as long as the required rules for conflicts of interest
are followed. Board members and their relatives who receive regular compensation from the
corporation must always constitute less than a majority of the Board. Officers and members
of the Directors may receive reimbursement for actual expenses they incur in the course of
fulfilling their responsibilities.

Section 2. Conflicts of Interest. A conflict of interest is present when the corporation pays
compensation or provides any tangible benefits to an officer or member of the Board or to a

member of a director's or officer's family. All transactions involving conflicts of interest must
be presented to the Board for approval. Directors and officers who have a conflict of interest
in any matter must 1) declare the existence of any direct or indirect conflict of interest, 2)
disclose its nature on the record, and 3) abstain from voting on that matter. The rest of the
Board must analyze the transaction and ensure that all transactions involving a conflict of
interest are fair to the corporation and that no special benefits are being given to any person.
A conflict-of-interest transaction must be approved by the affirmative vote of a majority of
the members of the Board of Directors who do not have a conflict of interest involved in that
issue. as long as no less than two disinterested directors vote to approve the transaction.

Section 3. Tax Year. The tax year of the corporation is the calendar year.

Section 4. No Discrimination. Oregon Green Free does not discriminate for or against any
person on the basis of ethnicity, nationality, place of origin, religion, gender, sexual
orientation, marital status, familial status, economic status, age, or mental or physical
disability.

Section 5. Annual Financial Review. The Board must require the performance of an annual
financial review which must involve the services of some trusted person with bookkeeping
and accounting skills and knowledge, and which does not rely on the services of the person
who does the financial bookkeeping for the organization or the person(s) who signs the
checks for the organization. This audit need not be formal, but must at least review and
reconcile the checkbook entries, bank statements, deposit slips, receipts and expense
documentation. The Board of Directors may authorize a full formal audit as necessary.

ARTICLE VII. AMENDMENTS

Section 1. Articles of Incorporation and Bylaws. The affirmative vote of at least two-thirds
of all the Directors in office, at a properly called meeting, at which a quorum is present, is
necessary and sufficient, to make, alter, amend, or repeal the bylaws or the Articles of
Incorporation of Oregon Green Free, except as otherwise provided by law. Proper written
notice must be given in advance, including either a written copy of the proposed amendments
or a written summary of those amendments.

Page 12 of 13 Oregon Green Free Bylaws as amended February 1, 2010


Page 13 of 13 Oregon Green Free Bylaws as amended February 1, 2010

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Old May 11th, 2014, 07:23 PM   #3
Sunnygrrrl
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Default A bit outdated

I just noticed a new member viewing this old thread... would just like to point out that it is part of OGF's history but many things have changed as we evolve. I highly recommend that new members look for "sticky" threads at the top of each forum and pay attention to the dates on threads, keeping in mind that much has changed over time.
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