Neighborhood Association By-laws
OFFICERS (ELECTED ON A YEARLY BASIS)
1) President – The President shall exercise general care and supervision of the corporation. The President shall preside at meetings of the Board and the membership.
2) Vice-President – The vice-president shall preside in the absence of the President and shall become President on the resignation or removal of the President.
3) Secretary – The Secretary shall keep accurate minutes of all meetings, shall have charge of correspondence, and shall keep the records of the corporation, which shall be available for inspection by any member on reasonable notice.
4) Treasurer – The Treasurer shall have supervision of the finances and financial records of the corporation, which shall be available for inspection by any member of the corporation on reasonable notice. The Treasurer shall keep accurate records of receipts and expenditures and shail present a financial report to the membership at the bi-annual meetings.
5) Parliamentarian – the Parliamentarian shall assist in making sure any meetings are run in accordance with Roberts Rules of Orders and in an orderly and professional manner.
MEETINGS
1) Monthly meetings of the membership shall be held on the 2nd Wednesday of each month. At the November meeting, the membership shall elect officers to serve for the following year.
2) Special meetings of the membership may be called by the President and the Vice-President.
3) Notice of meetings shall be given to all members not less than 5 nor shall more than 30 days in advance of the meeting. Notice of special meetings include the purpose for which the meeting is called.
4) A quorum for the conduct of business is 10 percent of the membership. ln the event of a lack of quorum, those present may, by majority vote, reschedule the meeting to another date without further notice to the membership.
5) Voting: Each member shall have one vote.
6) Meetings shall be conducted according to Roberts Rules of Order.
ARTICLE l. NAME OF ORGANIZATION:
The name of the organization shall be St. Martins Village Neighborhood Association.
ARTICLE Il. PURPOSE:
The purposes for which the Neighborhood Association is organized are:
a) To enhance the livability of the neighborhood by establishing and maintaining an open line of communication and liaison among the neighborhood, government agencies and other neighborhoods.
b) To provide an open process by which all members of the neighborhood may involve themselves in the affairs of the neighborhood.
c) To do and perform all of the activities related to said purposes, to have and enjoy all of the powers granted, and to engage in any lawful activity for which nonprofit corporations may be organized under ORS Chapter 65.
d) For such other objectives as are approved by the Board of Directors (Board) or membership.
ARTICLE III. BOUNDARIES:
Boundaries of the Neighborhood Association shall be defined as
ARTICLE IV. MEMBERSHIP:
Section 1 Qualifications: Membership in the Neighborhood Association shall be open to all residents and property owners located within the boundaries as defined in ARTICLE lll of these bylaws.
Section 2 Voting: All members as defined above shall have one vote each to be cast during attendance at any general or special meeting.
Unless otherwise specified in these bylaws decisions of the Neighborhood Association shall be made by a majority vote of those members present at any meeting.
ARTICLE V. FINANCIAL SUPPORT:
Charging of dues or membership fees shall not be made; however, voluntary contributions will be accepted and fundraising may be authorized by the Board.
ARTICLE VI. MEMBERSHIP MEETINGS:
Section 1 General Membership Meetings: There shall be at least 10 general membership meetings each year. The meetings shall be convened on the 2nd Wednesday of each month. Notification shall be by mail, newsletter, posted notices, telephone calls, electronic mail lists or any other appropriate means of communication apt to reach a majority of the members. Notification shall require 5 days advance notice.
Section 2 Special or Non-Regular Meetings: Special meetings of the membership, board or committees may be called by the President, Vice President or by majority vote of the membership as deemed necessary. Notification shall be by mail, newsletter, posted notices, telephone calls, electronic mail lists or any other appropriate means of communication apt to reach a majority of the members. Notification shall require 5 days advance notice.
Section 3 Agenda: Subject to the approval of the Board, the Secretary shall prepare the agenda for general and special meetings of the membership. Any person may add an item to the agenda by:
a.) submitting the item in writing to the Board at least seven (2) days in advance of the meeting or,
b.) making a motion to the Board to add an item to the general or special meeting agendas at those respective meetings. Adoption of that motion requires a second and majority vote.
Section 5 Quorum: A quorum for any general or special meeting of the
Neighborhood Association is 7……. (Must be a fixed number or number that can be calculated from a clear formula).
Section 6 Participation: Any general, special, Board, or committee meeting is open to any person and all who may wish to be heard regarding any item on the agenda. Only members will be eligible to vote. All actions or recommendations of the general or special meetings shall be communicated to all affected parties, including minority opinion reports.
Section 7 Procedures: Roberts Rules of Order shall be followed in all areas not covered by the bylaws.
ARTICLE Vlll. COMMITTEES:
There may be standing committees as designated by the Board and special committees as may be established by the Chairperson. Committees must have at least one (1) Board member on them.
ARTICLE IX. CONFLICT OF INTEREST PROCEDURES:
A transaction in which a Director may have a direct or indirect conflict of interest may be approved by a vote of the Board if in advance of the vote by the Board all material facts of the transaction and the Director’s interest are disclosed to the Board. A conflict of interest transaction is considered ratified if it receives the affirmative vote of the majority of the Directors who have no direct or indirect interest in the transaction. A transaction may not be authorized by single Director. lf a majority of the Directors who have no direct or indirect interest in the transaction votes to authorize, approve or ratify a transaction, a quorum must be present for the purpose of taking action. The presence of, or vote cast by a Director with a direct or indirect interest in the transaction does not affect the validity of the action taken by the Board. The Director with the direct or indirect conflict of interest may elect to abstain from voting on the transaction.
ARTICLE X GRIEVANCE PROCEDURES:
Section 1 One-on-One Dialogue and Mediation: Individuals and groups are encouraged to reconcile differences, whether inside or outside the scope of these grievance procedures, through one-on-one dialogue or mediation.
Section 2 Eligibility to Grieve: Any person or group may initiate this grievance procedure by submitting a grievance in writing to the Board. Grievances are limited to complaints that the grievant has been harmed by a violation of the ONI Standards or these bylaws that has directly affected the outcome of a decision of St. Martins Village Neighborhood Association. Grievances must be submitted within 45 days of the alleged violation.
Section 3 Processing the Grievance: The Board shall arrange a Grievance Committee, which shall review the grievance. The committee shall hold a public hearing and give the grievant and others wishing to present relevant comments and an opportunity to be heard. The committee shall then forward its recommendations to the Board.
Section 4 Final Resolution: Within 60 calendar days from receipt of the grievance, The St. Martins Village Neighborhood Association shall render a final decision on the grievance and notify the grievant of their decision. Deliberations by the grievance committee on a recommendation and by the Board on a decision may be held in executive session.
ARTICLE XI. PROCEDURE FOR CONSIDERATION OF PROPOSALS:
Section 1 Submission of Proposals: Any person or group, inside or outside the boundaries of the Neighborhood Association may propose in
writing items for consideration and/or recommendation to the
Board. The Board shall decide whether proposed items will appear
on the agenda of the Board, standing or special committees, or
general or special meetings.
Section 2 Notification: The proponent and managers directly affected by
such proposal shall be notified in writing of the place, day, and hour
the proposal shall be reviewed not less than 24 hours in advance.
Section 3 Attendance: The proponent may attend this meeting to make a presentation and answer questions concerning the proposals.
Section 4 Dissemination: The Neighborhood Association shall record recommendations and dissenting views in the meeting minutes.
ARTICLE XII. PUBLIC MEETINGS/PUBLIC RECORDS REQUIREMENT:
The Neighborhood Association shall abide by all the requirements
relative to public meetings and public records as outlined in Section
Vlll of the Office of Neighborhood lnvolvement Standards for
Neighborhood Associations. Official action(s) taken by the
Neighborhood Association must be on record or part of the minutes
of each meeting. The minutes shall include a record of attendance
and the results of any vote(s) and recommendations made along
with a summary of dissenting views. Official records will be kept by the secretary.
ARTICLE XIII. NONDISCRIMINATION:
The Neighborhood Association will not discriminate against individuals or groups on the basis of race, religion, color, sex, sexual orientation, gender identity, age, disability, legal citizenship, national origin, income, or political affiliation in any of its policies, recommendations or actions.
ARTICLE XIV ADOPTION AND AMENDMENT OF BYLAWS:
AII amendments to these bylaws must be proposed in writing and submitted to members for a reading at a general meeting before voting on their adoption may proceed at a later general meeting. Notice of a proposal to amend the bylaws, specifying the date, time and place for consideration, must be provided to all members a minimum of seven (7) days before voting. Adoption of and amendments to these bylaws shall require a two-thirds (2/3) vote by the members present at a general meeting.