ARTICLE 1
- NAME
The name of this organization shall be Eastmoreland Neighborhood Association
("the Association" or ENA).
ARTICLE 2
- PURPOSE
The purpose of the Association is
to enhance and preserve the livability of the Eastmoreland neighborhood and the
City of
ARTICLE 3 - BOUNDARIES
The Eastmoreland neighborhood geographic
boundaries are described as follows:
Eastern boundary: SE 39th
Ave from the southerly boundaries of lots fronting the south side of SE Crystal
Springs Blvd. to the middle of Reedway St. in the
north.
Northern boundary:
Western boundary: From the intersection of SE McLoughlin Blvd. and SE Reedway
Southern boundary: From the
intersection of
ARTICLE 4 - POLICIES
Section 1. Nondiscrimination
The Association shall not discriminate against individuals or groups on
the basis of race, religion, color, sex, gender identity, sexual orientation,
age, disability, legal citizenship national origin, income or political
affiliation in any of its policies, recommendations or actions.
Section 2. Public Meeting and Records Laws
The Association shall abide by all
the requirements relative to public meetings and public records as outlined in
Section VIII of the Office of Neighborhood Involvement Standards for
Neighborhood Associations. Official action(s) taken by the 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)
taken. A summary of dissenting views should be transmitted along with any
recommendation made by the Association. Official records will be kept on
file at Southeast Uplift.
Section 3.
Annual Reserve
At each September meeting of the
board of directors of the ENA, or at the first board meeting following an
annual meeting, the Executive Committee of the board shall propose and
recommend for approval by the board a minimum amount of funds to be reserved
for expected future expenses (the “Annual Reserve”). The Annual Reserve shall
consist of an amount necessary to fund:
·
annual expenses, based on the prior year’s
expenses with a reasonable inflation escalator;
·
continuing, legacy donations or other
commitments;
·
emergencies;
·
rainy day
funds
Following the Executive Committee’s
proposal, the board shall determine the amount of the Annual Reserve.
Section 4. Donations
Association funds in excess of the Annual Reserve may be
used to fund donation requests made between the first board meeting
following the annual meeting through the next annual meeting. The board may
limit the amount of any single donation to a specified dollar amount, or to a
specified percentage of the Association funds in excess of the Annual Reserve.
In each case, the board should attempt to maintain sufficient funds for future
donation requests made through the next annual meeting.
The board may determine that, in response to a donation
request, the Association can commit to funding the request for future years (a
“legacy commitment”). All legacy commitments:
·
may be a specified,
flat amount or for an escalating amount.
·
may be made for a
specified number of years, or for so long as the requested use for the donation
is extant.
·
must be included in the
following year’s Annual Reserve.
ARTICLE 5 - MEMBERSHIP
Section 1. Categories of Membership
Any person over the age of eighteen (18) who now or hereafter comes within any
one of the following categories shall ipso facto be a member and entitled to
the privileges and benefits of membership in the Association, unless such
person elects otherwise:
a. Persons whose legal domicile is within and who, except for temporary
absences, actually reside within the boundaries specified in Article 3;
b. Owners of real property within the boundaries described in Article 3; and
c. Business license holders or one designated representative of a
business, non-profit organization, school or church located within the
boundaries.
Section 2. Privileges of Membership
Each
person who does not disclaim membership shall be entitled to one vote on each
matter coming before the membership and otherwise to exercise all rights of a
member of the Association as provided by law, but shall not be deemed thereby
to undertake or assume any liability with respect to acts or omission of the
Association.
ARTICLE 6 - MEMBERSHIP MEETINGS
Section 1. Annual and Special Meetings of the Membership
The annual meeting shall be held each year in May. Special meetings may be
called by the President or by resolution of the Board of Directors. All
meetings shall be held within the boundaries of the Association as defined in
Article 3.
Section 2.
Notice of Membership Meetings
Notice of all meetings of the
membership shall be given to each member, at the last address of record, by
first class mail at least 7 days before the meeting, or by means other than
first class mail such as e-mail, newsletter, website etc. The notice
shall include the date, time, place, purpose of the meeting and a brief
description of the items on the agenda.
Section 3. Quorum for Membership Meetings
A quorum shall consist of fifteen (15) members (of which at least seven
(7) are board members) present in person. A majority of such quorum shall
decide any question that may come before the meeting, provided that the Board
of Directors delivered written or electronic notice at least seven (7) days
before the meeting to the neighborhood at large of intent to vote on that
matter.
Section 4.
Proxy and Electronic Voting. There shall be no
voting by proxy or by electronic mail.
Section 5.
Special Meeting. Special meetings of the members shall
be held at the call of the Board of Directors or by the call of 10 or more
members by a petition signed, dated, and delivered to the Secretary of the
Board. Such petition shall describe the purpose of the meeting. Discussion
shall be limited to the stated purpose. Notice shall be delivered no less than
seven (7) days prior to the special meeting.
Section 6.
Emergency Meeting. If a matter must be discussed or a
decision made with less than the required 7 days notice, an emergency meeting
may be called. Emergency meetings require a minimum of 24 hours notice and the
Board will make the best possible, reasonable effort to notify affected members
of the meeting. Notice shall describe the purpose of the meeting.
Discussion shall be limited to the stated purpose.
ARTICLE 7
- BOARD OF DIRECTORS
Section 1: Number and Term.
The Board of Directors shall
consist of a minimum of 12 and a maximum of 21 members. The term of office for
Directors shall be three years without limitation on the number of terms she or
he may serve.
Section 2. Duties of the Board of Directors
The Board of Directors shall be the governing body of the Association and
exercise control of the affairs, funds and property of the Association.
Section 3.
Election of Board Members.
The Board shall be elected by the members at
the annual meeting of the membership by a majority vote of the members
represented and voting. The President may appoint a nominating committee of at
least three (3) members at a reasonable time before the Annual Meeting. The
Nominating Committee shall nominate candidates for the Board of Directors.
Candidates may also be placed in nomination by written petition of any three
(3) members. Names of known candidates shall be included in the Notice of the
Annual Meeting. Additional nominations may be made from the floor at the Annual
Meeting. Election may be made by written ballot, or by a show of hands. Each
member of the Association is entitled to one vote per candidate for as many
candidates as are needed to fill the positions open on the Board. Candidates
receiving the highest number of votes will first fill all open three-year terms
and then unexpired terms of fewer years.
Section 4.
Vacancies on the Board of Directors
A vacancy on the Board of Directors
that occurs following the Annual Meeting may be filled by a majority vote of
the Board of Directors, the Director so appointed serving the full, un-expired
portion of the term of the vacant position.
Section 5.
Termination for Non-Attendance
Any Director who is absent (without prior notice to the president or secretary)
from three (3)
consecutive meetings of the Board of Directors shall be deemed to have resigned
and the position shall be considered vacant. This director will be
officially removed by a majority vote of the Board. Board members may
also be removed at an annual membership meeting or a special membership meeting
called for that purpose by a majority vote of the members.
Section 6.
Quorum. A quorum at a board meeting shall
consist of 50% plus one of the Directors in office immediately before the
meeting begins.
Section 7.
Voting. Decisions of the Board shall be made by
a majority vote of the Board members present at any meeting.
ARTICLE 8 – OFFICERS/ EXECUTIVE
BOARD MEMBERS
Section 1.
Personnel and Elections
The officers (executive board members), who shall function under the general
supervision of the Board, shall consist of a President, a Vice-President, a
Secretary, and a Treasurer. The Board of Directors shall nominate and elect the
officers annually. All officers must
have first served a minimum of one year on the Board of Directors. Any two (2) offices may be united in one
person. The Board, in its discretion, may create additional offices not
inconsistent with the above, define the duties of such offices, and designate
who shall fill the positions. All officers
shall serve one-year terms with a five (5) year limit.
Section 2. Duties of the Officers
a. The President, subject to control of the Board, shall have general
supervision of the affairs of the Association. The President shall preside at
all meetings, sign or countersign all corporate contracts or instruments
authorized by the Board except as otherwise directed by the Board, report to
the Directors and Members as deemed necessary or required, and perform all
duties required of the office by the Board.
b. The Vice-President shall exercise all the functions of the President in the absence
of that person and assume such other duties as requested by the President of
the Board.
c. The Secretary shall issue notices of all meetings of the membership or
Board, keep the minutes of such meetings, maintain the non-financial files of
the Association, and assist the President with correspondence. The Secretary
shall maintain a list of Board members and their terms, and perform such other
duties as are properly required of that position by the Board.
d. The Treasurer shall have custody of all funds and securities of the
Association, shall keep regular books of account, shall sign or countersign
such instruments as required, and make such reports and perform such other
duties as properly required by the Board of Directors.
ARTICLE 9
- COMMITTEES OF THE BOARD OF DIRECTORS
There shall be a nominating Committee in accordance with Article 7, Section 3,
and the Board shall approve the appointment of such other committees as are
deemed necessary to carry out the responsibilities and activities of the
Association. Board Members and Association Members may serve on
committees. The seven day rule for committee meeting notification only
applies if the committee has been given executive authority to make
decisions. Minutes must be taken at committee meetings and filed with the
ENA.
ARTICLE
10 - MEETINGS OF THE BOARD OF DIRECTORS
Section 1.
Regular Meetings.
Regular meetings of the Board of Directors
shall be held at the time and place to be determined by the Board of
Directors. A minimum of seven (7) days notice is required. Notice will be
made on the ENA website. The notice shall include the date, time, place,
purpose and a brief description of the items of the agenda.
Section 2.
Special Meetings.
Special meetings of the Board of
Directors shall be held at the time and place to be determined by the Board of
Directors. Notice of such meetings, describing the date, time, place,
purpose of the meeting and a brief description of the items on the agenda shall
be delivered to each Director personally or by telephone, mail or e-mail not
less than seven (7) days prior to the special meeting.
ARTICLE
11 - BOARD AND MEMBERSHIP MEETINGS
Section 1.
Agenda
Subject to the approval of the Board, the President shall prepare the agenda
for meetings of the Board. Any member of the Association may request, at the
beginning of a meeting, to add an item to the agenda. The board can vote to accept or deny this
request.
Section 2. 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 at membership meetings. Only
Board members will be eligible to vote at Board meetings. All actions or
recommendations of such meetings, including minority reports, shall be communicated
to all affected parties.
Section 3. Procedures
The rules contained in the latest edition of Robert's
Rules of Order shall govern the conduct of all meetings in all cases to which
they are applicable and in which they are not inconsistent with the Bylaws and
any special rules the neighborhood association may adopt.
Section 4. Proposals
Any person or group within or without the neighborhood
association boundaries may propose in writing items for consideration and/or recommendation
to the Board.
ARTICLE 12 - LIABILITY OF DIRECTORS AND OFFICERS;
INDEMNIFICATION
Section 1. Officer and Director
Liability
No director or uncompensated office shall be personally liable to the
Association for monetary damages for conduct as a director or officer, except
for
a. Any breach of the director's or officer's duty of loyalty to the
Association;
b. Acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of the law;
c. Any unlawful distribution;
d. Any transaction from which the director or officer derived
an improper personal benefit; and
e. Any act or omission in violation ORS Section
65.361, 65.364 or 65.367.
Section 2. Indemnification of Directors, Officers,
Employees or Agents
The Association shall indemnify any individual made a party to a proceeding
because the individual is or was a director, officer employee or agent of the
Association against liability incurred in the proceeding if:
a. The conduct of the individual was in good faith;
b. The individual reasonably believed that the individual's conduct was in the
best interest of the Association, or at least not opposed to its best interest;
and
c. In the case of any criminal proceeding, the individual had no reasonable
cause to believe the conduct of the individual was unlawful.
ARTICLE
13 - CONFLICT OF INTEREST
A Board member who has a conflict of interest relating to an item under
discussion shall inform the body (membership or Board) hearing the proposal
that the conflict of interest exists and this shall be recorded in the minutes.
The Board member with the conflict of interest may elect to abstain from voting
on the transaction.
ARTICLE 14 - FINANCE
Section 1. Financial Support
Financial support for the Association shall be derived entirely through
voluntary contributions or other fund-raising activities authorized by the
Board, and no member shall be assessed for the payment of dues or otherwise for
participation in any neighborhood association activities without the consent of
such members.
Section 2. Financial Management
The moneys for the Association shall be deposited in
the name of the Association in such banks or trust companies as the Board of
Directors shall designate and shall be drawn out only by checks signed by such
person or persons as the Board of Directors shall authorize.
ARTICLE 15 - FUNDS UPON DISSOLUTION
In the event of dissolution of this Association, all assets shall be
distributed to such charitable or educational organizations in the community as
are tax exempt for Federal Income Tax purposes. Such distribution shall be
determined by the Board and approved by the membership. Friends of Trees
and the
ARTICLE 16 - REPRESENTATIVE TO
NEIGHBORHOOD COALITION
The Board of Directors shall appoint a member, who may also be a director, to
serve on the Board of the Southeast Uplift Neighborhood Coalition.
ARTICLE
17 - GRIEVANCES AND DISSENT
Section 1.
Grievances
Any person or group adversely affected by a procedural violation of this
Association’s bylaws or of ONI Standards may submit a written request for
reconsideration of the decision to the Secretary within forty five (45) days
from the date of the decision. The Board of Directors shall consider such
request at its next scheduled meeting, or at a special meeting called for that
purpose at the discretion of the President in accordance with these bylaws. The
person or group requesting reconsideration shall be notified of the meeting and
may appear at the meeting in support thereof. A grievance committee may be
appointed to review the complaint. A final decision must be rendered by the NA
and response granted to the grievant within 60 calendar days from the receipt
of the grievance. The decision will be recorded in the official minutes of that
meeting. If the petitioning party wishes to appeal this decision, the grievant
has 14 days to appeal to the appropriate District Coalition (SEUL). The use of
mediation through Resolutions Northwest will be considered if
appropriate.
Section 2. Dissent
The dissenting views of any issue considered by this Association shall be
recorded in the minutes and transmitted along with any recommendations made by
the Association to the City of Portland in a manner compatible with the public
meeting and records requirements as
outlined in Section VIII of the Office of Neighborhood Involvement Standards
for Neighborhood Associations.
ARTICLE 18 - BYLAWS AMENDMENTS
Notice of a proposal to amend these bylaws, specifying the date, time
and place for consideration, must be provided to all members a minimum of seven
(7) days before voting. These bylaws may be amended, repealed or altered, in whole
or in part, only by a two-thirds (2/3) majority vote of the membership of the
Association present at a properly-constituted meeting of the Association.