Maplewood Neighborhood Association Bylaws
Revised October 2010
Article 1 Name of Organization
The name of this organization shall be Maplewood Neighborhood Association (MNA).
Article 2 Purpose
The purposes for which MNA 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 MNA, government agencies, and other neighborhoods.
b) To provide an open process by which all MNA members may involve themselves in the affairs of the neighborhood.
c) To do and perform all the activities related to the above purposes, to have and enjoy all 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 MNA Board of Directors (Board) or membership.
Article 3 Boundaries
A boundaries shall be defined as: Starting at the corner of SW Multnomah Blvd and 45th Ave; then continuing north on SW 45th Avenue to Vermont Street; then continuing west on SW Vermont Street to 65th Avenue; then south on 65th Avenue following the Washington County line, and additionally including the properties located at 6125 SW 66TH, 6833 SW 65th Avenue, 6901 SW 65th Avenue, 6935 SW 65th Avenue which are in Washington County, and continuing south along the Washington County line to SW Multnomah Blvd., and additionally including the houses on SW Canby Lane which are in Washington County, then continuing east on Multnomah Blvd. to SW 45th Avenue. MNA boundaries run along the centerline of the rights-of-way mentioned above.
Article 4 Membership
Membership in the MNA shall be open to any person who lives and/or owns real property within or holds a license for a business located within the MNA boundaries.
Article 5 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 6 Election and Voting
Section 1 Elections
a) Only MNA members shall be qualified to hold an elected or appointed position.
b) The Board, upon finding that ineligible or unqualified votes have been cast in an election, may negate election results and hold a new election.
c) Elections of Officers and standing committee Chairs; except the Treasurer; shall be conducted at the annual Election meeting. Nominations shall be taken from the floor. If no candidate is nominated for a committee Chair position, the Board may appoint a person to fill the position.
d) Any Board member maybe removed by a (2/3) two-thirds majority vote at a membership meeting.
Section 2 Voting
a) Each member shall have one vote each to be cast during attendance at any meeting or election.
b) Unless otherwise provided for herein, all decisions of the MNA general membership, including elections, shall be made by a majority vote of those members present who are voting.
c) Voting at meetings may be done orally, by a show of hands, or by a ballot that contains the name of the member voting and the vote of that member. Upon the request of any voting member, a show of hands shall follow an oral vote.
d) In the case of a motion under consideration by the MNA which by its nature offers more than one option (e.g., multiple building designs), “Option Voting” can be conducted following the model of an election. If no choice receives a majority vote, a second vote shall be held between the two top choices.
e) Anyone wishing to see written ballots may do so at the meeting or anytime thereafter before ballots are discarded. Ballots must be retained for a period of 60 days after the vote and then may be discarded.
Article 7 Notification of Meetings
Notification of membership meetings shall be provided at least 7 days in advance. Notification shall occur through publication in the SWNI newspaper. In addition and when time does not allow for notification in the SWNI newspaper, notification of other meetings may be by mail, email, posted notice, telephone calls, or any other appropriate means of communications to reach both members and the general public.
Article 8 Membership Meetings
Section 1 Annual meeting
There shall be at least one membership meeting each year, to be held in March. The meeting shall be convened on any day in March decided on by a majority vote of the Board.
Section 2 Other meetings
The Board will schedule monthly membership meetings. The membership may schedule additional membership meetings by petition signed by a number of members equal or greater to the number required for a quorum at a general membership meeting, and the Board may schedule additional meetings.
Section 3 Quorum
Six members in attendance shall constitute a quorum.
Section 4 Emergency meetings
Emergency Board or membership meetings may be called with 24 hours’ notice by the Board Chair or Co-Chairs, by the Board, or by petition signed by a number of members equal or greater to the number required for a quorum at a membership meeting. An agenda for the meeting will be included with the notification. An emergency meeting shall not be called unless insufficient time is available to consider the matter at issue at a regular meeting.
Section 5 Agenda
The Board Chair or Co-Chairs shall prepare the agenda for membership meetings.
Section 6 Open to the public
All membership meetings shall be open to public attendance.
Article 9 Board of Directors and Meetings of Board
Section 1 Composition of Board; terms
The Officers and standing committee Chairs shall serve as the Board. Officers are one Chair or two Co-Chairs, Secretary, Treasurer, Outreach Coordinator, and SWNI Representative (if appointed, per Section 5). The Treasurer shall be appointed by a majority vote of the Board. Standing Committee Chairs are Land Use, Parks, Public Safety, Transportation, and Schools. Elected Board members shall hold office for a term of one year from one annual meeting to the next. Appointees shall fill out the remainder of the term during which they were appointed, and may be elected at the next annual meeting. There are not term limits. The Board will be comprised of no fewer than three members.
Section 2 Quorum
A majority of the Board members in attendance shall constitute a quorum.
Section 3 Decisions
All decisions of the Board shall be made by a majority vote of those members present who are voting.
Section 4 Removal from the Board
If a Board member misses two consecutive regular Board meetings or a total of four regular Board meetings in his or her current term, the Chair may declare that position vacant if the member misses the next meeting.
Section 5 Duties of the Board
The Board shall:
a) Be responsible for all correspondence, documents, and written position statements. MNA written material shall be issued on the MNA letterhead using the return address of Maplewood Neighborhood Association, c/o SW Neighborhoods Inc., 7688 SW Capitol Hwy, Portland, OR 97219. Copies of all correspondence shall be copied to the appropriate committee Chair, the MNA Chair or Co-Chairs, and the Secretary.
b) Manage the daily affairs of MNA.
c) Make decisions and represent the interests of MNA on all matters for which it is impractical to present in advance to the membership. All such actions shall be reported to the membership at the next membership meeting.
d) Appoint ad hoc committees to perform necessary functions and represent MNA on specified topics.
e) Establish a plan for maintaining and encouraging involvement in the neighborhood association.
f) If the Board Chair or Co-Chairs are unable to fulfill their duties, then the Board will meet to fulfill those duties.
Section 6 Vacancies filled by appointment
The Board may fill any officer or standing committee Chair vacancy by a vote of the Board. Any appointed Board member must be confirmed at the next membership meeting by a vote of the members.
Section 7 Duties of Officers
The Chair or Co-Chairs shall:
a) Represent MNA as a delegate to the SWNI Board. Alternatively, the Chair or Co-Chairs may appoint an MNA member to serve in the role of SWNI Representative.
b) Preside at all membership and Board meetings, and shall perform such duties as the membership and the Board authorize.
c) Set the agenda for membership and Board meetings with the advice of the Board.
d) Act as liaison with other neighborhood associations, the Office of Neighborhood Involvement and other public and private organizations, and designate other spokespersons as needed.
e) Initiate the annual review of the MNA Action Plan (due to SWNI in June)
f) Report to the Board the substance of actions taken by the Chair/Co-Chairs or designated spokesperson.
g) Establish ad hoc committees.
The Secretary shall:
a) Assist the Board with all correspondence, documents, and written position statements.
b) Maintain the non-financial files.
c) Keep attendance records and make copies of the Membership minutes available to the Board, membership, and SWNI within seven (7) days of the Membership meeting.
d) Maintain a current list of Officers, Standing Committee Chairs, and ad hoc committee Chairs. Any changes are to be reported to SWNI.
e) Maintain a complete and up-to-date set of bylaws and provide a set of bylaws to new Board members, Standing Committee Chairs, ad hoc committee Chairs, and SWNI.
The Treasurer shall:
a) Receive, deposit, and disburse funds as designated by the Board.
b) Maintain the financial records and submit financial reports to the Board when the Board requests such reports.
c) Collect moneys owed to the MNA and make timely payments to meet the association's financial obligations.
d) Conduct activities to pursue the financial objectives of the Action Plan.
The Outreach Coordinator shall:
a) Promote participation in MNA activities and committees.
b) Assist in notifying the membership of meetings, elections, events, and other relevant matters of concern.
c) Maintain and update the membership and mailing lists and provide updated lists to the Board as requested.
d) Conduct activities to pursue the outreach objectives of the Action Plan.
Section 6 Duties of standing committee Chairs:
The Land Use Chair shall:
a) Represent the MNA as a delegate to SWNI’s Land Use Committee.
b) Review and respond to all Land Use notifications as appropriate.
c) Conduct activities to pursue the Land Use objectives of the Action Plan.
The Parks Chair shall:
a) Represent the MNA as a delegate to the SWNI’s Parks Committee.
b) Act as liaison to Portland Parks & Recreation and Friends of April Hill Park.
c) Conduct activities to pursue the Parks objectives of the Action Plan.
The Public Safety Chair shall:
a) Represent the MNA as a delegate to the SWNI’s Public Safety committee.
b) Promote Public Safety.
c) Be an advocate for the Neighborhood Watch program.
d) Act as liaison with Maplewood NET (Neighborhood Emergency Team).
e) Conduct activities to pursue the Public Safety objectives of the Action Plan.
The Transportation Chair shall:
a) Represent the MNA as a delegate to the SWNI’s Transportation Committee.
b) Conduct activities to pursue the Transportation objectives of the Action Plan.
The Schools Chair shall:
a) Represent the MNA as a delegate to the SWNI’s Schools Committee.
b) Act as liaison to Maplewood School’s PTA.
c) Conduct activities to pursue the school objectives of the Action Plan.
Article 9 Committee Rules
a) All committees shall operate in accordance with MNA bylaws.
b) Committee Chairs of all Standing and ad hoc committees shall keep the Board informed of all activities of their respective committees. Any correspondence, documents, or written position statements must be submitted to the Board for approval before distribution.
c) The Committee Chair will select committee members. Eligibility for committee membership is the same as qualifications for membership per ARTICLE 4 of these bylaws.
d) Committee membership lists shall be provided to the MNA Secretary upon request.
e) Committee Chairs and committee members may be removed at will by a two-thirds (2/3) vote at a membership meeting.
f) Resignations of committee members shall be submitted to the Committee Chair. Resignation of Committee Chairs shall be submitted to the MNA Chair or Co-Chairs.
g) Any decision of committees may be appealed to the Board for rehearing by any interested person or entity whose rights have been affected by a decision, provided that person is qualified for MNA Membership. The request for an appeal shall be made in writing to the Chair or Co-Chairs.
h) Ad hoc committees that fail to meet for three (3) consecutive months shall be considered dissolved.
i) If a Committee Chair will be absent from regularly scheduled Board meeting, he or she will present the Chair with a concise written summary of committee activities. The Board may approve, reverse, reverse in part, or remand back to the committee for clarification or revision, any actions taken by a committee.
j) Where issues overlap between the committees, the Chairs of those committees shall seek consensus on those issues. If the Chairs are unable to reach a consensus, the Board will decide the issues.
Article 10 Grievance Committee and Procedures:
Complying with these grievance procedures does not take away any legal options for anyone that they may have under respective local, county, state, or federal laws.
Section 1 Definitions Grievance:
A complaint formally expressed in writing by an individual, or an individual representing a Neighborhood Association, District Coalition, or organization regarding a specific alleged violation limited to procedural violations of MNA bylaws or the ONI Standards that directly affect the outcome of a decision. A grievance is a recognized action and requires a written response from the Board.
Anyone who submits a grievance and alleges they have been harmed by a procedural violation of the MNA’s bylaws.
A committee that may be appointed by the Board, or Chair or Co-Chairs when a grievance is lodged. If a Grievance Committee is formed it shall consist of not less than three members.
Section 2 Resolving Grievances
Prior to the filing of any grievance or appeal, the grievant and the MNA are encouraged to find a resolution by:
Grievant and the MNA are encouraged to first seek resolution of differences through one-on-one dialogue. Consider contacting a Board Member or SWNI for advice.
A circumstance could present itself that may require an individual to facilitate the discussion with the affected parties of the grievance. If the affected parties are unable to settle upon a facilitator to assist them in their meeting, then the parties should consult with the ONI for assistance through the Neighborhood Mediation Program.
Section 3 Grievance Procedures:
a) A grievance must contain an alleged violation of the MNA bylaws or the ONI Standards.
b) A grievance must be brought to a MNA Board member.
c) A grievance must be submitted by the grievant within forty-five (45) business days of the alleged incident. The grievance must be reviewed and responded to by the Board, or Grievance Committee, within sixty (60) calendar days from receipt of the Grievance.
d) The MNA’s consideration of the grievance shall be open to the public. The findings of a grievance shall be a matter of public record. Deliberations, however, may be held in Executive Session.
e) The MNA’s response shall be in writing and include supporting findings of the decision. The MNA will maintain any supporting documents in case of appeal.
f) Only upon unsatisfactory resolution of a grievance with the MNA may the grievant appeal to SWNI. The grievant has fourteen (14) calendar days from the date the decision is rendered to appeal.
Protect the privacy of personal contact information gathered by the MNA in the course of fulfilling its obligations under Oregon law governing public records and meetings.
The MNA maintains a directory (“Directory”) that captures contact information gathered from meeting sign-in sheets, as well as from survey forms and outreach activities. Use of the MNA’s Directory is restricted to furthering the interests of the MNA; it may not be used for personal, political or commercial purposes. Any individual or organization seeking to use the Directory in order to communicate with the Membership may do so only upon approval by the Board. In arriving at this decision the Board shall determine whether or not the content and format of the specific communication furthers the interests of the MNA.
Article 12 Non-Discrimination
The MNA shall 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 13 Conflict of Interest
Whenever a Board member determines that they have a conflict of interest relating to a particular motion, candidate, or other matter under discussion, they must inform the Board that the conflict of interest exists and this must be recorded in the minutes. The Board member with the conflict of interest may elect to abstain from voting.
Article 14 Open Meetings and Public Records
The MNA shall abide by all the requirements relative to public meetings and public records as outlined in the Standards for Neighborhood Associations, District Coalitions, Business District Associations, And the Office of Neighborhood Involvement adopted by Resolution 36329 by Portland City Council on July 13, 2005. Official actions taken by the MNA must be recorded in the minutes of each meeting. The minutes shall include a record of attendance and the results of votes taken. Official records will be kept on file at the SWNI office and with the Secretary.
Article 15 Personal Liability of Board Members
The members of the MNA Board shall be considered qualified Directors. They shall not receive compensation for personal services except for actual expenses incurred while performing Directors’ duties as established by the Board. The personal liability of a Board member for monetary or other damages is eliminated to the fullest extent allowed by law.
Article 16 Adoption and Amendment of Bylaws
The membership may adopt and amend bylaws by a two-thirds majority vote at a membership meeting. All amendments to these bylaws must be proposed in writing and submitted to the membership at least seven (7) days before voting on their adoption. Notice of a proposal to amend the bylaws, specifying the date, time and place for consideration, must be provided to members at least seven (7) days before voting.
Article 17 Prohibitions
No member may act as spokesperson or represent the MNA without the permission of the Chair or Co-Chairs, or the Board.
Article 18 General Policies and Procedures
a) The MNA shall not take positions in support of or opposition to any political candidate or party.
b) The MNA may take positions on ballot measures and referendums.
c) The MNA shall follow Robert’s Rules of Order (Revised) in all areas of procedure not covered by the bylaws. All actions shall be in accordance with the Standards for Neighborhood Associations, District Coalitions, Business District Associations, And the Office of Neighborhood Involvement adopted by Resolution 36329 by Portland City Council on July 13, 2005.