Montavilla Neighborhood Association

MNA By-laws

To be amended at the June 2001 meeting

Montavilla Community Association

For approval by the Board, June 11, 2001

Article I Name
Article II Purpose
Article III Membership
Article IV Meetings
Article V Board of Directors
Article VI Committees
Article VII Representatives
Article VIII Elections
Article IX Recall, Resignation, Vacancies
Article X Financing
Article XI Records
Article XII Authority
Article XIII Hearing Procedure
Article XIV Grievance Procedure
Article XV Rights of Citizens
Article XVI Amendments

Article I NAME

Section 1 The name of the non-profit corporation shall be Montavilla Community Association.

Article II PURPOSE

Section 1 To provide a forum for the Montavilla neighborhood to improve communications, to define common problems, to seek practical solutions.

Section 2 To develop an awareness of existing programs and activities in the community.

Section 3 To obtain services from all public or private sources promoting the welfare of the community.

Section 4 To promote orderly economic growth and development, and to enhance neighborhood livability.

Section 5 To make recommendations on policies to any government body on any matter affecting the livability 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.

Article III MEMBERSHIP

Section 1 General Membership. The membership of the Montavilla Community Association shall be open to residents, property owners, business owners and employees licensees, and representatives of non-profit organizations located within the Montavilla Community Association boundaries as defined in Section 2, insofar as they are 18 years of age or older.

Section 2 Boundaries. The boundaries of the Montavilla Community Association shall be: the Banfield Freeway on the North; the I-205 Freeway on the East; SE Division Street on the South; 76th Avenue going north to Burnside, on Burnside to 67th Ave, then going North on 67th Avenue to the Banfield Freeway for the West boundary.

Section 3 All eligible members as stated in Article 3, Section 1 shall have one vote each. No individual shall have more than one vote. There shall be no voting by proxy.

Article IV MEETINGS

Seciton 1 General Membership Meetings. At least six nine monthly meetings held for all members and interested parties per calendar year: the time, date, and place will be established by the Board.
a) the quorum for the general membership meeting shall be the number of members in attendance.

Section 2 Annual General Membership Meetings. There shall be an annual general membership meeting in May.
a) the quorum for the annual membership meeting shall be at least 10 members the number of members in attendance. Members must be present to vote.
b) the place, day, and hour of the meetings shall be designated by the Board of Directors; and written notice shall be given at least 7 days in advance.

Section 3 Special Meetings. Special meetings of the membership or the Board of Directors may be called by the Board of Directors as deemed necessary. Special general membership meetings may be designated by the Board of Directors.
a) the quorum for special general membership meetings is 10 members the number of members in attendance.
b) the place, day, and hour of the meeting shall be designated by the Board; and written notice shall be given at least 7 days 24 hours in advance.
c) a member may request a special meeting by submitting a petition with thirty membership signatures to the Board of Directors. Such a meeting shall be held at an appropriate time and place within thirty days of filing of petition.
d) the membership may vote to hold a special meeting.

Section 4 Notification. The Montavilla Community Association Board of Directors shall make reasonable effort to inform the general membership by written notice 7 days in advance of membership meetings, events, and other relevant matters of concern to the Association members.

Written notices may be supplemented by postings in conspicious locations within the community and by the use of appropriate media facilities.

Section 5 Board Meetings. The Chairperson shall designate Board meetings as needed for transacting the business of the Montavilla Community Association.
a) a quorum of Board members is necessary for official Board actions. The quorum for the Board meetings shall be the number of members in attendance. In the event of a tie vote,the Chairperson's vote will be the deciding one.
b) Notice of each Board meeting should be given to all Board members in a manner most likely to reach each member.
c) A majority of the Board may require the Chairperson to designate Board meetings. Such meeting is to be held at an appropriate time and place within 14 days of such request.

Section 6 Open Meeting Law. All annual, special, and emergency meetings for the general membership and the Board of Directors are open to the public, except during executive sessions according to SB 15 ch 172 Oregon Laws 1973.

Section 7 Meeting Agendas. The Chairperson shall prepare the agendas for all general membership, special membership and Board meetings. Any member may add an item to the agenda in advance of the meeting. Any member may make a motion to add an item to the agenda at the respective meetings. Adoption of the motion requires a majority vote.

Article V BOARD OF DIRECTORS

Section 1 Board of Directors. The affairs of the Montavilla Community Association shall be conducted by the Board of Directors elected to by the general membership at the annual membership meeting in May. The Board shall consist of at least five eight members. All actions of the Board are subject to ratification by the membership.

Section 2 Duties of the Board. The duties of the Montavilla Community Association Board of Directors shall include but not be limited to:
a) election of their officers.
b) Transaction of necessary business between membership meetings.
c) presenting a report of its activities at the general membership meeting of the Association for ratification by the general membership.
d) coordinating committee activities.
e) arranging the annual election of Board members, the election of representatives and of other elected positions.

Section 3 Officers of the Board. The Board of Directors general membership shall elect among themselves the following executive officers: Chairperson, Vice-Chairperson, Secretary/Treasurer, Newsletter Editor, SE Uplift Delegate, Crime Prevention Chair and Land Use and Transportation Chair.

Section 4 Duties of Officers of the Board.
a) Chairperson - preside at all meetings of the Association general membership and at Board meetings; appoint committees and committee chairs as needed; be an ex-officio member of all committees except the election committee; co-sign checks of the corporation. Represent the position of the Board and the interest of the Association.
b) Vice-Chairperson - be an aid to the Chairperson aid the Chairperson; in the absence of the Chairperson, preside and function on behalf of the Chairperson. In the event of a vacancy in the office of Chairperson, the Vice-Chairperson shall succeed to said office and shall hold same until a successor is elected.
c) Secretary - keep minutes of all general membership meetings and Board meetings; prepare correspondence as directed by the Chairperson or general membership; maintain the membership files; maintain a list of board members and their terms; Send copies of all meetings and attendance records of said meetings to SE Uplift in a timely manner.
d) Treasurer - keep accurate records of the Association finances in accordance with accepted accounting practices; insure that checks or other disbursements are properly co-signed; make financial reports as directed by the Board.
e) Publicity Director Newsletter Editor - write, edit, publish and distribute bi-monthly newsletter; distribute news releases; promote community involvement; be responsible for notifying members and other appropriate parties of elections, meetings, hearings, issues, and other relevant matters of concern to the Association.
f) Land Use and Transportation Chair - Receive all land use notices for the Association and neighborhoods within 1000 feet; attend and represent the Association at SE Uplift Land Use and Transportation Committee meetings; report to the Association on the activities of the SE Uplift Land Use and Transportation committee at the Association's general meetings; assist Association residents with Land Use and Transportation issues.
g) SE Uplift Delegate - attend and represent the Association at SE Uplift Board meetings; report to the Association on the activities of SE Uplift and it's Board at the general meetings.
h) Crime Prevention Chair - Collaborate with the Crime Prevention Specialist at the Office of Neighborhood Involvement and the Portland Police Officer assigned to the Association to inform Association residents of crime issues; Assist Association residents with crime issues including, but not limited to, the planning, implimentation and running of neighborhood watches and foot patrols; plan and facilitate crime prevention meetings for interested Association residents.

Article VI COMMITTEES

Section 1 The Chairperson of the Montavilla Community Association Board shall have the power to form committees as needed for specific tasks, to set their composition and duties, and to be an ex-officio member of all such committees. Residents defined in Article 3, Section 1 are eligible to serve on committees.

Section 2 If the Chairperson is not favorably disposed to forming a committee concerning a particular matter, a committee may be formed by a motion and favorable vote from the general membership in a membership meeting.

Section 3 The "election committee" is to be an exception to this article, since the "election committee" is elected by the general membership.

Section 4 The quorum for committee meetings shall be a majority of its members.

Section 5 There shall be a "grievance committee" called when necessary which shall consist of 3 members.
The first is to be chosen by the complainant. The second is to be appointed by the Board of Directors. The third is to be elected by the general membership at the annual May membership meeting for a term of one year. This member shall be the Chairman of the grievance committee.

Article VII REPRESENTATIVES

Section 1 Representatives. The Montavilla Community Association shall have representatives as follows:
a) A representative to the Southeast Uplift Advisory Board shall be elected by the general membership for a term of one two year beginning in even years.
b) Representatives to any other agency, city bureau, organization, private or public group may be appointed by the Board or elected by the general membership when the need arises for a term of one year.

The Chairperson shall represent the Association's interests in the absence of the elected representative.

Section 2 Duties. Representatives are to serve at the pleasure of and are representative of the Association general membership.

Only authorized representatives may represent the Association; each is bound to vote, recommend, or otherwise express the opinion held by the Association, general membership if a hearing on a particular matter has been held, and a motion with a favorable vote so directs the representative.

Representatives or delegates shall report to the general membership concerning activities affecting properties or people within the boundaries of the Association within a timely manner.

Article VIII ELECTIONS

Section 1 Election of members of the Board of Directors shall be help annually at the annual membership meeting in May.

Section 2 The election of Montavilla Community Association Board members is as follows:
a) Election Committee - An election committee of three Association members shall be elected by the general membership at a general membership meeting at least 60 days, or two calendar months, prior to the election of Board members.

The committee shall be responsible for receiving nominations. The committee shall provide for the distribution, collection, and tabulation of ballots in such a way as to ensure a fair and honest count.

b) Nominations - Nomination may be made from the floor at a general membership meeting or in writing to the election committee up to and including the day of voting.

The voting procedure shall begin by a motion closing the nominations at the May membership meeting. Votes for persons not duly nominated shall not be counted.

c) Voting - At least 5 candidates receiving the 5 hightest vote tallies shall be considered those duly elected.

In the event of a tie, involving more than seven candidates, there shall be a run off of those who tied.

The newly elected Board members shall commence their term at the close of the May membership meeting.

Section 3 Notification of the election of the Election Committee, and the election of Board members, is to be made in the community as much as is reasonably possible, and is to appear on the written notification of the May membership meeting.

Section 4 If a quorum is not present, or insufficient number of candidates or if some other event beyond the control of the Board occurs, so that elections cannot be held in May, the present Board membership shall be considered interim board members, and such elections shall be held within 30 days.

Article IX RECALL, RESIGNATION, VACANCIES

Section 1 Recall. Members of the Board, or delegates or representatives may be removed from office by the general membership where the organization has been significantly thwarted or damaged in carrying out its lawful purposes.

Section 2 Recall Procedures. The procedure for recall is as follows:
a) A petition containing 30 Montavilla Community Association members' signatures shall be filed with the Board of Directors.
b) The person affected shall be notified of such actions against him or her, and at a special membership meeting not to be less than 30 days from the filing of a petition, a hearing shall be held.
c) A 2/3 majority vote by the general membership present shall remove that person from office.

Section 3 Resignation. Any member of the Board or representatives may resign at any time, giving written notice to the Chairperson. Any such resignation shall take effect at the date of the receipt of such notice and the acceptance of such notice shall not be necessary to make it effective.

Section 4 Vacancies. A vancancy on the Board or elected representatives position shall be filled by a majority vote of the remaining members of the Board, when a quorum is present, subject to ratification by the general membership at the next membership meeting.

A vancancy shall be determined to have occurred when a member fails to attend three consecutive Board meetings, giving no prior notification.

New members or representatives shall fill the office unitl the expiration of the designated term.

If there are several vacancies on the Board at once, a simple majority vote of the remaining Board members, ratified by general membership, shall fill the office.

Article X FINANCING

Section 1 Voluntary dues, contributions, grants, or subscriptions to newsletters may be used by the Association as sources of income.

Section 2 The charging of dues or membership fees shall not be required for membership or voting rights.

Section 3 The collection of contributions or donations of money, equipment, supplies, labor or incidentals shall in no way affect, limit sustain or otherwise influence membership, membership standing, or participation in the Montavilla Community Association.

Article XI RECORDS

Section 1 Each Board of Directors shall be responsible for maintaining complete documentation of the Association activities. These records shall be maintained and added to by subsequent Boards.

Section 2 As a non-profit organization, incorporated under the applicable statutes of the State of Oregon, the Board shall file annual reports as required by the City, State, and Federal agencies.

Section 3 Minutes of meetings, reports, and documents of interest to the members of the Association shall be made available to interested members.

Article XII AUTHORITY

Section 1 For all matters not covered by these by-laws, Robert's Rules of Order, Revised, shall apply.

Article XIII HEARING PROCEDURE

Section 1 Either the Board at its discretion, or the membership at a general meeting shall determine whether a hearing is necessary.

Section 2 Procedure. The procedure of the Montavilla Community Association in reviewing proposals submitted to it by any group, agency, or individual shall be as follows:
a) There shall be a written proposal presented to the Board of Directors stating the name and address of the petitioner and the nature of policy or suggested action.
b) The Board will schedule a hearing, if appropriate, on the general membership meeting agenda.
c) The petitioner shall be informed in writing of the date and time and place of this meeting not less than 5 days prior to the meeting.
d) A reasonable effort shall be made to notify those affected by such a proposal.

Section 3 Hearing. A hearing at the general membership meeting may include:
a) Presentation by petitioner, applicant, or representative, with emphasis on impact of project on the community.
b) Questions by the Board and by the general membership, to clarify the position of the applicant.
c) Presentations by persons opposing, and by persons favoring the project.

Section 4 Action. After hearing, the general membership may recommend:
a) Acceptance of the proposal.
b) Denial of the proposal.
c) Deferral of the proposal (pending further study, etc.)
d) Withdrawal of the proposal.
e) Resubmision with recommended agenda.
f) Acceptance with conditions.

Section 5 Documentation. Recommendations shall include a documentation of the tally of votes, majority report, minority report, and any additional information needed to insure the presentation of diverse opinions.

The Montavilla Community Association whall submit a copy of its recommendations to the appropriate agencies and to the petitioner.

Article XIV GRIEVANCE PROCEDURE

Section 1 Any person or group adversely affected by a recommendation of action of the Association may submit a petition for a grievance hearing to the grievance committee chairperson.

The petition shall include the name and address of the petitioner, the nature of the complaint, and the suggested remedy.

Within 10 days the grievance committee shall be formed: it shall investigate the matter and report to a special general membership meeting within 60 days of filing of the petition. The hearing shall appear on the written notification of the special membership meeting.

The general membership, by a 2/3 majority vote of those present and voting, may take such action as:
a) Sustain original action.
b) Reverse original action.
c) Revise original action.
d) Defer further action pending more information, etc.

Section 2 A tally of the vote and reasons for the Association action are to be documented and submitted to appropriate agencies and to the petitioner.

Section 3 Any conflict involving the Association may, by mutual consent of the parties involved, be referred to the Neighborhood Mediation Center in the Office of Neighborhood Involvement.

Article XV RIGHTS OF CITIZENS

Section 1 Nothing in these bylaws shall limit the right of any person or group to participate directly in the decision-making process of the City Council or city agency, or any other organization.

Section 2 The Association may not discriminate agains individuals or groups on the basis of race, religion, color, gender, sexual orientation, age, disability, national origin, income, or political affiliation in any of its policies, recommendations or actions.

Article XVI AMENDMENTS

Section 1 Prior to the admendment of the bylaws at any annual or special membership meeting, there shall be included in the written notice of said meeting sufficient information to advise the membership that such amendments shall be voted on.

Section 2 A written petition stating and fully explaining the proposal shall have been presented to the general membership at a general membership meeting at least 30 days prior to the day of voting.

Section 3 A 2/3 majority vote by members at a special or annual general membership meeting shall be required to amend, revise, or add to these bylaws.