Multnomah NA 2009 Bylaws
Multnomah Neighborhood Association Bylaws
Article II. PURPOSE
The purposes for which the Multnomah Neighborhood Association is organized are:
a) To enhance the livability of the neighborhood and Portland 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 engage in any lawful activity for which nonprofit corporations may be organized under Oregon Revised Statutes (ORS) Chapter 65.
d) For such other objectives as are approved by the Board of Directors (Board) and the Multnomah Neighborhood Association (MNA) membership.
Boundaries for the Multnomah Neighborhood Association shall be defined as: Starting from the intersection of SW 45th Avenue and SW Vermont. Then, SW Vermont East to the intersection of SW 26th Avenue. Then, SW 26th Avenue South to the intersection of SW Nevada Court. Then, SW Nevada Court East to the intersection of SW Capitol Hill Road. Then, southerly on SW Capitol Hill Road to the intersection of SW Barbur Blvd., and SW 19th Avenue. Then continue on SW 19th Avenue South until it intersects I-5. Then, southwesterly on I-5 to the intersection of SW Capitol Highway and SW Bm·bur Blvd .. Then, northerly on SW Capitol Highway to the intersection of SW Marigold. Then, Southwest Marigold West to the intersection of Southwest 45th. Then, northerly on SW 45th Avenue to Southwest Dolph Court. Then, SW Dolph Court West to the intersection of SW 48th Avenue Then, northerly on SW 48th Avenue where it intersects Garden Home Road. Then, northerly on Garden Home Road to where it intersects Southwest 48th Avenue again. Then, SW 48th Avenue North to where it intersects Multnomah Blvd. Then, Multnomah Blvd. East to where it intersects SW 45th Avenue. Then, Southwest 45th Avenue North to the point of origin at the intersection of SW Vermont.
Article IV. MEMBERSHIP Section 4.01 Qualifications
a) Membership in the Neighborhood association shall be open to any person who lives, owns real property, or holds a business license for a business located within the boundaries of the Multnomah Neighborhood Association.
b) Other individuals or organizations may become members by requesting in writing to the neighborhood association board of directors and then accepted by a vote of the neighborhood association.
All qualified members who are 18 years of age or older, shall have one vote each to be cast during attendance at any general or special meeting.
Section 4.03 Dues
Charging of dues or membership fees shall not be made; however, voluntary contributions will be accepted.
Section 4.04 Fundraising
Activities to raise funds for the neighborhood association may be held when agreed upon by the neighborhood association by vote.
Article V. MEETINGS
Section 5.01 General Membership Meetings
There shall be general membership meetings held monthly. The meetings shall be convened on the 2"d Tuesday of every month. A regularly scheduled monthly meeting may be cancelled or the meeting day and time changed by a majority vote of the Board. Notification shall be by mail, posted notices, telephone calls, or any other appropriate means of communication apt to reach a majority of the members. Notification shall require 07 days advance notice to the public.
Section 5.02 Special Membership Meetings
Special meetings of the membership may be called by the Chairperson or by a member plus a majority vote of the Board of directors as deemed necessary. Notification shall be by mail, posted notices, telephone calls, or any other appropriate means of communication apt to reach a majority of the members. Notification shall require seven (7) days advance notice to the public.
Section 5.03 Board Meetings
Board meetings will be held at the discretion of the board. A majority of the board members must be present to make decisions for the Association. Notification shall be by mail, posted notices, telephone calls, or any other appropriate means of communication apt to reach a majority of the members. Notification shall require seven (7) days advance notice to the public.
Section 5.04 Agenda
Subject to the approval of the membership, the chairperson shall prepare the agenda for the general and special meetings of the membership. Any person may request to add an item to the agenda by (a) submitting the item in writing to the chair at least seven (7) days in advance of the meeting or (b) making a motion to the Chair to add an item to the general or special agendas at those respective meetings. Adoption of that motion requires a second and a majority vote of the membership voting at those meetings.
Section 5.05 Quorum and Voting
a) A quorum for any general meeting of the neighborhood association shall consist of at least one member of the seated Board and at least 1 0 additional members of the neighborhood association.
b) A quorum for any special meeting of the neighborhood association shall consist of a majority of the seated Board and at least 20 additional members of the neighborhood association.
c) For a vote at a general meeting, special meeting or directors meeting of the Multnomah Neighborhood Association to be valid a quorum must be met by a count of the vote.
d) Except as otherwise provided herein, decisions shall be made by a majority vote of those voting.
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 reports.
Article VI. ADOPTION AND AMENDMENT OF BYLAWS
Section 6.01 Adoption
Adoption of bylaws will be by a vote at a general meeting of the Multnomah Neighborhood association. Bylaws must be proposed in writing and available for review by the general membership at least seven (7) days before voting on their adoption may proceed. Notice of a proposal to adopt the bylaws specifying the date, time and place for consideration must be provided to all members at least seven (7) days before voting. Adoption of these by laws shall require a 2/3 vote by the members voting at a general meeting.
Section 6.02 Amendment
All amendments to these bylaws must be proposed in writing and available for review by the general membership at least seven (7) days before voting on their adoption may proceed. Notice of a proposal to amend the by laws specifying the date, time and place for consideration, must be provided to all members at least seven (7) days before voting. Adoption of amendments to these bylaws shall require a two thirds (2/3) vote by the members voting at a general meeting.
Article VII. BOARD OF DIRECTORS
Section 7.01 Number of Board Members
There shall be at least four ( 4) Board members consisting of the Chair, Vice Chair, Secretary and Treasurer. Additional members may be added by a vote at a general membership meeting.
Section 7.02 Eligibility for Board Service
Only persons eligible for membership in the neighborhood association shall be qualified to hold an elected or appointed position.
Section 7.03 Terms of Office
The term of office shall be for one ( 1) year.
Section 7.04 Board Vacancies
The Board may fill any vacancy on the Board or committee by a majority vote of the Board. A member appointed to fill a vacancy shall serve the remainder of the unexpired term and or until his or her successor is elected or appointed.
Section 7.05 Election of Board Members
Board members shall be elected annually by a vote of the membership at the October meeting. The names of all candidates for the Board shall be placed in nomination by a nominating connnittee or by any member of the neighborhood association. Election requires a majority vote of the membership present.
Section 7.06 Board Duties
The Board shall have the following responsibilities and powers:
a) Manage the daily affairs of the neighborhood association.
b) Make decisions and represent the interests of the neighborhood association on all matters for which it is impractical to present to the membership in advance. All such actions shall be reported to the membership at the next regular meeting.
c) Appoint committees to perform necessary functions and represent the neighborhood association on specified topics.
d) Establish a plan for maintaining and encouraging involvement in the neighborhood association.
The Board Officers shall have the following responsibilities and powers:
a) Chairperson: The Chairperson shall preside at all board meetings and all membership meetings and shall perform such duties as the Board and the membership from time to time authorizes. The Chairperson shall represent the position of the Board and the interests of the neighborhood association.
b) Vice Chairperson: The Vice Chairperson shall perform the duties of the Chairperson in the Chairperson's absence and as authorized by the bylaws or regulation of the Board.
c) Secretaty: The Secretary shall record and maintain minutes of Membership and Board meetings, assist the Chairperson with correspondence and maintain the non-financial files of the neighborhood association. The secretary will maintain a list of Board members and their terms.
d) Treasurer: The Treasurer shall have charge of all funds belonging to the neighborhood association and shall receive deposit and disburse funds for the neighborhood association in a bank(s) or financial institution(s) in such manner as designated by the Board. The Treasurer shall make financial reports as directed by the Board.
The Board shall be responsible for all business coming before the neighborhood association and for assuring that members are informed of business that affects them through reasonable means of notification. The Board has the responsibility of acting in the best interest of the neighborhood and is specifically bound to act according to the desire of the majority of members attending a particular meeting.
Section 7.09 Termination for non-attendance
Board members failing to attend three consecutive Board meetings may be terminated from the Board upon written notice and by a unanimous vote of the remaining Board members.
Section 7.10 Conflict of interest procedures
A transaction in which a Director may have a direct or indirect conflict of interest must recuse themselves from that transaction.
Article VIII. COMMITTEES
There may be standing committees established by a vote of the membership or 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. GRIEVANCE PROCEDURES
Section 9.01 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 9.02 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 the Multnomah Neighborhood Association. Grievances must be submitted within 45 business days of the alleged violation.
Section 9. 03 Processing the Grievance
Grievances shall be referred to a Grievance committee, appointed by the board and made up of disinterested and impartial members, which shall review the grievance and make a recommendation to the Board for a final decision. The committee may recommend dismissals of grievances that are defective for procedural reasons. Otherwise, the committee shall hold a public hearing and give the grievant and others wishing to present relevant comment an opportunity to be heard. The committee shall then forward its recommendations to the Board. Within 60 calendar days from receipt of the grievance, Multnomah Neighborhood Association shall render a final decision on the grievance.
Article X. PROCEDURE FOR CONSIDERATION OF PROPOSALS
Section 10.01 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 10.02 Notification
The proponent and members directly affected by such proposal shall be notified in writing of the place, day and hour of the proposal review and shall be reviewed not less than seven (7) days in advance of notification.
Section 10.03 Attendance
The proponent may attend this meeting to make a presentation and answer questions concerning the proposal(s).
Section 10.04 Dissemination
The neighborhood association shall submit recommendations and dissenting views as recorded from the meeting to the proponent and other appropriate parties.
Article XI. PUBLIC MEETINGS/PUBLIC RECORDS REQUIREMENT
The neighborhood association shall abide by all the requirements relative to public meetings and public records as outlined in the Office of Neighborhood Involvement (ONI) standards adopted July 13,2005. 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 all votes taken. Official records will be kept on file at the coalition office.
Article XII. NONDISCRIMINATION
The neighborhood association shall follow the standards as set forth by ONI.
Article XIII. CONDUCT OF MEETINGS
Conduct of all meetings shall follow the general form of Roberts Rules of Order.
Article XIV. CERTIFICIATION
By reference, the provisions of Chapter 3.96, Neighborhood Association, of the Code of the city of Portland are added to and adopted as a part and condition of these bylaws. A copy of these bylaws shall be submitted to the Office of Neighborhood Associations for retention. It is hereby certified that the above and foregoing bylaws of the Multnomah Neighborhood Association were duly adopted by the membership at a general assembly of the members on the 26th day of May in the year 1982 and were amended by the membership at a general assembly of the members consistent with these bylaws on the lOth day of November in the year 2009.
(signed) Chairman: Randy M. Bonella