Montavilla Neighborhood Association

MNA 2006 By-laws

MNA By-laws

Montavilla Neighborhood Association Bylaws

ARTICLE I. NAME
MONTAVILLA COMMUNITY ASSOCIATION
(dba/aka Montavilla Neighborhood Association)

ARTICLE II. PURPOSE

a) To enhance the livablity of the neighborhood and Portland by establishing and maitaining and 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 acitivity for which nonprofit corporations may be organized under OPS Chapter 65.

d) To obtain services from all public or private sources promoting the welfare of the community.

e) To promote orderly economic growth and development, and to enhance
neighborhood livability.

f) To make recommendations on policies to any government body on any matter
affecting the livablity of the neighborhood, including but not limited to, land use, zoning, housing. community facilities, human resources, social and recreational programs, traffic and transportation, environmental quality, open space and parks.

g) For such other objectives as are approved by the Board of Directors (hereafter
referred to as the Board) or membership.





(MCA Bylaws Page 2)


ARTICLE III. BOUNDARIES

The Boundaries shall be: the Banfield Freeway on the North; the I-205 Freeway on the East; SE Division Street (including the North side of Division St.) on the South; 76th Avenue going North to Burnside Street, from Burnside to 67th Avenue going North to the Banfield Freeway for the West boundary.

ARTICLE IV. MEMBERSHIP


Section 1. Qualifications-Membership shall be open to residents, property owners, busness licencees, those who work/are employed in Montavilla, representatives of non-profit organizations located within the Montavilla Community Association boundaries.

Section 2. Voting-Limited to qualified members, as stated in section 1, in attendance at General or Special Meetings, that are 18 years of age or older.

ARTICLE V. FINANCIAL SUPPORT

Charging of dues or membership fees is strictly prohibited. However, voluntary
contributions/donations from residents, businesses, or other entities in Montavilla
shall be accepted.Fundraisers as proposed and voted upon by members or by
approval of the Board may be held. Grants may also be applied for, by the
Board, for the general fund of the MCA or for specific projects that are
approved by the Board and/or voted on by the members.


ARTICLE VI. MEMBERSHIP MEETINGS

Section 1 General Membership Meetings-General Membership meetings shall be held no fewer that 6 times a year or more than 12 times a year, as necessary. Number of necessary general meetings shall be determined by the Board.
Section 2 Annual Membership Meetings-There shall be an annual
Membership meeting in May for the pupose of election of officers and other
Board members.

Section 3 Special Meetings-may be called by the Board for any urgent issue. Members may request a special meeting by submitting a petition signed with (30) thirty signatures of residents to the Board. Notification

(MCA Bylaws Page 3)


of the meeting, in writing must be given to the neighborhood 7 days before the
meeting.

Section 5 Quorum-Quorum for voting, and in elections at annual meetings
shall be 10 members.

Section 6 Participation-Any general, Board, special, annual, or committee
meeting is open to all who may wish to be heard regarding any item on the agenda. Only members are eligible to vote as stated in Article IV, Section 1.

Section 7 Procedures-Robert’s Rules of Order, Revised, may be followed
in all areas not covered by the bylaws. Procedures may also be by “Bob’s Rules.”

ARTICLE VII. BOARD OF DIRECTORS

Section 1 Number of Board Members-The number of Board members
shall be determined by the Board. Officers of the Board must include Chair.
Chair, Vice-Chair, Secretary/Treasurer (or two persons serving as divided posts
and Southeast Uplift Delegate. Voting members may include chairs of variou
committees approved of by the Board and members-at-large. When committee
chairs members-at-large are voting members of the Board they must be voted in by
the general membership at the election at the annual meeting as are all other Board
members.

Section 2 Eligibility of Board Members-Only persons eligible for
membership shall be qualified for hold an elected or appointed position.

Section 3 Terms of Office-Terms shall be (1) one year and then the office
is up for election again. Exception is the SEUL Delegate who serves for (2)
years. Term limits are (1) one term if others are willing to serve. If there are no
other candidates, officers may be reelected. Any officer, other member of the
Board, or appointed position holder must notify the Chair of their
inablity/unwillingness to finish the term in the position.

Section 4 Board Vacancies-any vacancies between elections shall be



(MCA Bylaws Page 4)


announced at general meetings and if any candidate(s) is willing to finish the
unexpired length of term until the next election, shall be voted upon by all the
members present at the general meeting.


Section 5 Election of Board Members and Officers-Elections shall take
place at the annual membership meeting in May. Special Elections may be held as
necessary during any general meeting to fill any vacant position. Board may also
fill vancancies between elections with a majority vote of the Board. The
shall serve the remainder of the term until regular election at the annual meeting
and the position will come up for election. The member who served the unexpired
term may be reelected.

Section 6 Duties of Board members-The Board shall have the following
responsiblilities 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 funtions and represent the neighborhood association on specified topics.
d. Establish a paln for maintaining and encouraging involvement in the neighborhood association.
e. The Board will be responsible for all business coming before the association and for assuring that members are informed of business that affects them through reasonable means of notification.
f. The Board has the responsibility of acting in the best interests of the neighborhood but is not specifically bound to act according to the desires of the majority of members attending a particular meeting.

Section 7 Duties of Board Officers

(MCA Bylaws Page 5)

a.Chairperson: The Chairperson shall perside 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
cosign all checks disbursed bythe association. The Chairperson shall represent 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 amd as authorized by the
bylaws or regulations of the Board.

c. Secretary/Treasurer: The Secretary/Treasurer shall record
and maintain minutes of the General Membership and Board meetings. The S/T
shall send copies of the minutes to the neighborhood coalition (Southeast Uplift).
The S/T shall assist the Chairperson with correspondence and maintain the non-
financial files of the neighborhood association. The S/T shall maintain a list of
Board members and their terms. The S/T shall have charge of a all funds belonging
to the neighborhood association and shall receive deposit and disburse funds
the association manner as designated by the Board. The S/T shall cosign all checks
disbursed by the association.The S/T shall make financial reports as directed by the
Board.

Section 8 Board Meetings-Board meetings may be held once a
month, as the Chair deems necessary, with the attendence of the Board and interested members. These meetings are chaired by the Chairperson. Special Board meetings may be called by the Chairperson by giving notice to each officer, by telephone, of the time, place, and items to be discussed or acted upon at least (7) seven calendar days before the meeting. A special meeting shall not be called unless insufficient time is available to consider the pertinent matter at the regular Board meeting. A quorum cosists of a majority of the currently elected Board members. For regular Board meetings, the Board will be notified not less than (7) seven days preceding each Board meeting.

Section 9 Termination for Non-Attendance-Board Members failing to
attend (3) three consecutive Board or General Meetings may be terminated from
the Board upon written notice unless special arrangements with the Board are
made in advance. The SEUL delegate who fails to attend (3) three consecutive
Southeast Uplift monthly Board of Directors’ General Meeting may be terminated

(MCA Bylaws Page 6)


from the NA Board (also losing their position as Southeast Uplift Delegate) upon
written notification unless special arrangements are made in advance with the
board.

Section 10 Recall of a Board Member-If the action(s) of a Board
member are determined by the Board to be against the best interest of the neigh-
borhood and/or the Neighborhood Association, the Board may recall the Board
member (i.e. remove the Board member from his positon, terminate the Board
member from the Board) by a majority vote of the Board.



ARTICLE VIII. COMMITTEES: There may be standing committees as
designated by the Board and special committees as may be established by the
Chairperson and/or the Board. The Chairperson is an ex-officio member of all
committees except the election committee.

ARTICLE IX. CONFLICT OF INTEREST PROCEDURES: A tranac-
tion in which a Board member 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 Board member’s interest are disclosed to
the Board. A conflict of interest transaction is considered ratified if it receives the
affirmative vote by the vote of the majority of the Board members who have no
direct or indirect interest in the transaction. A transaction may not be authorized
by a single Board member. If a majority of Board members who have no direct or
indirect interest in the tranaction votes to authorize, approve, or ratify a tran-
saction, a quorum, is present for the pupose of taking action. The presence of a
Board member with a direct or indirect interest in the transaction does not affect
the validity of the action taken by the Board. The Board member with the direct or
indirect conflict of interest must elect to abstain from voting on the transaction.

ARTICLE X. GRIEVANCE PROCEDURES

Section 1 Eligibility to Grieve-Any person or group who objects to
a decision or policy or believes they are adversely affected by a decision or policy
of the neighborhood association may file a complaint in writing with the Board
within (45) days of the incident. The Board shall resolve the complaint or take appropriate action and advise the complainant of the outcome. All complainants must first follow this procedure before filing a grievance with the local coalition.
Any complainants who file first with the coalition will be required to seek remedy

(MCA Bylaws Page 7)


with the Board before pursuit of such action at the coaltion level.

Section 2 Complaint Receipt-Within 60 days of reciept of the
comlaint, the Board shall arrange with the petitioner for a mutually acceptable
day and hour for a review of the complaint, and will in writing, recommend a resolution of the grievance to the Board.

Section 3 Final Resolution-The Board shall attempt to resolve the
complaint and shall submit a report of their recommendation to the complainant,
the Board and membership. If the complainant and the Board cannot reach agreement, the complainant may then seek redress from Southeast Uplift for review and settlement. The decision of the coalition will be final.

ARTICLE XI. PROCEDURES 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 members directly
affected by such proposal shall be notified in writing of the place, day and hour the
proposal shall be reviewed not less than 7 days in advance.

Section 3 Attendance-The proponent may attend this meeting to
make a presentation an answer questions concerning the proposal(s).

Section 4 Dissemination-The neighborhood association shall
submit recommendations and dissenting view as recorded from the meeting to the proponent and other appropriate parties.

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 the ONI standards adopted July, 2005.
Official action(s) taken by the neighborhood association must be on record with
the minutes of each meeting. The minutes shall include a record of the attendees


(MCA Bylaws Page 8)



and the result of any votes taken by the neighborhood association.



ARTICLE XIII. RIGHTS OF CITIZENS:
Nothing in these bylaws shall limit the right of any person or group to participate
directly in the decision-making process to the City Council or city agency or any
other organization.


ARTICLE XIV. NONDISCRIMINATION:
The neighborhood association will not discriminate against individuals or groups
on the basis of race, religion, color, gender, sexual orientation, gender identity, age,
disibility, legal citizenship, national origin,income, or political affiliation in any of
it’s policies recommendations or actions.


ARTICLE XV. ADOPTION AND AMENDMENT OF BYLAWS:
Prior to update or amendment of these bylaws, notification, at least (30) thirty days
before voting is to take place at a general meeting, must be made to the
neighborhood internet listserv and by public posting at Montavilla Community
Center.
The vote will take place at a regular general or annual meeting and must include a
2/3 majority of those members in attendance to be approved.