ARBOR LODGE
NEIGHBORHOOD ASSOCIATION
BYLAWS
Adopted by
the Membership
Established
May 20, 2004
AMENDED
I.
NAME
The
name of this organization shall be the Arbor Lodge Neighborhood Association
(ALNA).
II.
GEOGRAPHIC BOUNDARIES
Located
in North Portland, Oregon, ALNA’s geographic boundaries are Interstate 5 to the
East, the North side of Ainsworth to the South, Chautauqua to the West and the
South side of Lombard to the North.
III.
PURPOSE
To
promote Arbor Lodge’s livability by providing information, promoting
communication and engaging in activities between neighbors and all others
interested in the general welfare of the neighborhood.
IV.
NON-DISCRIMINATION
Consistent
with federal, state and local laws, as well as with the spirit of the
neighborhood, the ALNA does not discriminate against individuals or groups on
the basis of ability, age, citizenship, color, ethnicity, gender identity,
income, marital status, national origin, political affiliation, race, religion,
sex or sexual orientation in any of its policies, recommendations or actions.
V.
APPLICABLE LAWS
ALNA
shall have and enjoy all the powers granted, and engage in any lawful activity,
for which corporations may be organized under ORS Chapter 65. (http://www.leg.state.or.us/ors/065.html).
VI.
MEMBERSHIP
A.
Eligibility: Membership in
the ALNA shall be open to any person age 18 years or older who resides, owns real property, owns a business or is the
designated representative of any of the following located within the
neighborhood: a business, a non-profit,
a school, or a church; and has confirmed their membership in writing, including but not
limited to checking the membership box on the sign-in sheet.
B.
Dues: No dues shall
be charged; however,
voluntary contributions will be accepted and fundraising may be authorized by
the Board of Directors.
C.
Open Meetings
& Public Records: ALNA will comply with open meetings and
public records policies as required by the City of Portland and reflected in
ALNA policy.
D. 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. All actions or recommendations of the general
or special meetings shall be communicated to all affected parties and include
minority opinion reports.
E.
Right to be
Heard: Discussion, both in time and
number of people speaking, may be limited at the discretion of the Chair. Issues of concern to large numbers of people
may be heard using a sign-up procedure devised by the Chair to allow for
efficient use of meeting time and sufficient time for public comment. The Board shall consider minority reports if
they are requested to be heard.
VII.
BOARD OF DIRECTORS
A. Responsibilities of the Board of Directors: In all
activities, the Board of Directors must adhere to the letter and the spirit of
the bylaws. The Board of Directors is responsible for managing the day-to-day
affairs of the Association, establishing and overseeing committees, the
adoption of policies, promoting communication to ALNA members, and encouraging
ALNA member involvement. All Board of
Directors and Officers shall assume and execute their duties in accordance with
ORS Chapter 65, and the bylaws and policies of the ALNA. The Board of Directors is encouraged to
empower members to champion, organize and lead issues they deem important.
B.
At-Large Board
Members: The Board of Directors shall have a maximum
of eight (8) At-Large Board Members. The
Board Members shall participate in the leadership of the ALNA beyond regular
attendance by:
1. Chairing Committees;
2. Reaching out to neighbors to foster membership
participation and growth;
3. Leading and participating in Association events;
4. Representing the Board’s interests on City and
regional committees.
C. Sharing of Duties: The Board of Directors may
delegate or reassign specific duties listed previously by a majority vote of
the Board. In order to ensure
transparency and clarity of roles, any changes shall be reflected in the
minutes of the meeting at which the changes are voted upon, and shall be
explicitly stated at the next membership meeting.
D.
Terms: Terms for all
Board Members last for one year. There
are no term limitations for any positions within the Board of Directors. Terms begin at the completion of the Annual
Meeting and last through the end of the next Annual Meeting.
Attendance: Board Members are expected to attend all regularly
scheduled meetings of the Board and Membership. Four (4) absences from Board and/or
Membership meetings within a board year constitutes a resignation of that Board
Member or Officer. Any resignation shall be reported in the minutes.
E.
Compensation: Serving on
the Board of Directors is a voluntary endeavor.
No financial or otherwise discernible compensation may be provided as
consideration for Board service.
F.
Resignation: Board Members
and Officers may resign at any time by providing written notice to the
Chairperson or, in the event that the Chairperson seeks to resign, to the
Vice-Chairperson.
G.
Removal: Any Board
Member or Officer may be considered for removal from office at any time for any
reason by a two-thirds vote by the members at a Membership meeting. Seven days
advance notice is required for a meeting at which such an activity will occur. Notice must include the agenda item stating
this will be a topic of consideration.
H.
Vacancies: The Board may
fill vacancies in Board Member or Officer positions by a majority vote of the
Board for the remainder of the term year, which shall be defined as the period
from the adjournment of one Annual Meeting until the adjournment of the next
Annual Meeting.
VIII.
OFFICERS
A. Chairperson: The Chairperson shall be the principal
executive officer of the ALNA and, shall in general, supervise all of the
ALNA’s business and affairs, and shall perform such other duties as may be
prescribed by the Board of Directors. Specifically, the Chairperson shall:
1. Prepare the agendas and chair all
meetings of the Board
and Membership;
2. Sign appropriate correspondence and contracts for
Membership or Board approved business of the ALNA;
3. Sign checks as determined by Board policy.
and Membership;
2. Sign appropriate correspondence and contracts for
Membership or Board approved business of the ALNA;
3. Sign checks as determined by Board policy.
B. Vice-Chair: In the event of the Chair’s inability to act
on behalf of the ALNA, the Vice-Chair shall assume all powers and
responsibilities of the Chair as described above. The Vice-Chair may cover other activities
upon request of the Chair.
C. Treasurer: The Treasurer shall perform or cause to be
performed:
1. Make deposits and disbursements
according to procedure
determined by Board policy;
determined by Board policy;
2. Keep accurate and complete financial
records;
3. Provide an accurate accounting of the
fiscal activity upon
demand;
demand;
4. Be the primary signatory on all checks;
5. Be in compliance with budget and
finance policies as may
be adopted by the Board.
be adopted by the Board.
D. Secretary: The Secretary shall perform or cause to be
performed:
1.
Record and
maintain the minutes, including all votes and a summary of minority opinions,
and all other written records of all Board and Membership meetings;
2.
Send approved
copies of minutes to ALNA’s district coalition office, North Portland
Neighborhood Services
3.
Post minutes to
the ALNA website for public access;
4.
Track attendance
of Board members for purposes of encouraging full participation.
IX.
ELECTIONS
B. Eligibility: Only ALNA members can stand for an elected
post.
C. Advertisement: No candidate may utilize portions of the ALNA’s
funds to promote themselves or others for an ALNA elected office. The current Board of Directors will
facilitate access to communication with members upon candidate’s request during
the campaign period.
D. Nomination
Process: Members may declare
candidacy or be nominated by another member.
Those that declare or accept nomination by the meeting prior to the
Annual meeting will be announced to the Membership by the Board of Directors. Nominations for any Officer or Board Member
position may be made by any member from the floor at the Annual Meeting,
provided that the nominee is a member and is willing to serve if elected.
E. Voters: Members present at the time the vote is taken
have the right to vote on the election of Officers and Directors. Absentee ballots and proxies are not allowed.
F. Voting
Procedures: Election of Officers
and Directors shall be conducted as follows:
1. Nominations for Chairperson will be made and the
Members will vote for Chairperson.
2. Following election of the Chairperson, nominations for
Vice-Chair will be made and the Members will vote for Vice-Chair.
3. Following the election of the Vice-Chair, nominations
for Secretary will be made and the Members will vote for Secretary.
4. Following the election of the Secretary, nominations
will be made for Treasurer and the Members will vote for Treasurer.
5. Following the election of the Treasurer, nominations
for At-Large Directors will be made and the Members will vote for At-Large Directors.
a. If there are more than eight nominations for At-Large
Directors, members will be asked to vote for their top eight candidates by
ballot. The top eight vote getters will be elected.
G. Votes: All contested elections of Officers and
Directors shall be by secret written ballot.
In electing any Officer or Director, the person receiving the greatest
number of votes among nominees for a given position shall be elected to that
position. If any contested position results in a tie, the tying candidates will
have a run-off election or elections until a winner is determined.
X.
MEETINGS
A.
Membership
Meetings:
1. Frequency:
There shall be at least four Membership meetings during any continuous 12-month
period, one of which shall be the Annual meeting.
2. Location: Meetings
outside Arbor Lodge neighborhood should be as close to the neighborhood as is practicable.
3. Notice: At
least seven calendar-days notice of Membership meetings shall be provided to
Members in a manner that is consistent with ORS Chapter 65 and ONI Standards including,
but not limited to, written, published, electronic and telephonic
communications. Notice for such
Membership meetings shall state the date, time and location for the meeting,
and a brief description of topics on the agenda. It is recognized that individual notice to
every member of ALNA is not likely to be possible. Therefore, the use of as many communication
venues as is reasonable is expected.
4. Quorum: No vote
shall be taken during a Membership meeting without a quorum. A quorum shall be achieved when there is a
board quorum plus eight members present who are not board members.
5. Voting: One
member, one vote. No proxy votes are allowed. Membership may vote in Board
elections and to revise the bylaws. Only those present and voting will be
counted.
6. Agenda: The
ALNA’s Chairperson shall prepare the agenda for all Membership meetings. Any person may add an item to the agenda by:
a. Submitting the item in writing to the Board at least
seven (7) days in advance of the meeting, or
b. Making a motion to add an item to the meeting
agenda. Adoption of that motion requires
a second and a majority vote.
B. Board Meetings:
1. Location: Meetings outside Arbor Lodge neighborhood should be as
close to the neighborhood as is practicable.
2. Notice: Notification for
regular and special meetings of the Board shall be by means of communication
apt to reach a majority of the Board and Membership. Notification shall require
seven-days advance notice to the general public and a minimum 24-hours notice
for all Board members and to individuals and news media that have requested
notice.
4. Regular
Board Meetings: There shall be at least
four Regular Board meetings in each calendar year.
5. Special
Board Meetings: Special meetings of the Board may be called by the Chairperson
or by any three board members as deemed necessary.
6. Emergency Board Meetings: Emergency meetings
of the Board may be called by the Chairperson or any three board members as
deemed necessary. Notification shall require not less than 24 hours notice to
the members of the Board that is meeting and to individuals and news media that
have requested notice. Minutes of the emergency meeting shall state the nature
of the emergency and state why the meeting could not be delayed to allow at
least seven days’ notice. Members conducting business at the meeting may make
decisions or deliberate toward decisions only on the agenda topic or topics for
which the emergency meeting was called.
7. Voting: Unless otherwise specified in these
bylaws, decisions of the Board shall be made by a majority vote of those Board
members present at any meeting.
XI.
FINANCES
A. General: No ALNA funds, gains, profits or dividends
may accumulate for the personal benefit of any member of ALNA, its Board
Members or Officers, or be distributed to any of them for their personal use.
B. Budget: The Board shall prepare an annual budget of
estimated revenues and expenses for presentation to the Membership for feedback. The Board of Directors is responsible for the
review and adoption of an annual budget.
C. Disbursements: All disbursements of ALNA funds shall be by
check requiring two signatures.
D. Policies: Finance
policies may be adopted by the Board of Directors as needed.
E. Fiscal Year:
The fiscal year shall run from July 1 to June 30.
XII.
COMMITTEES
A.
Establishment: The Board of
Directors may establish committees as it deems appropriate. Committees shall have at least one (1) Board
Member as an active member.
B.
Committee Chair: The Committee
Chair shall be elected by a vote of the Board of Directors. The Committee Chair is responsible for communicating
actionable items to the Board, maintaining a current roster, assuring meeting
minutes are recorded, creating the agenda, and providing meeting notice.
C.
Committee
Members: Those who are eligible for ALNA Membership
are eligible to sit on committees. Committee members shall be added by a
majority vote of sitting committee members.
Any committee member may be removed by the Board from serving on any
committee for any reason. A request for removal shall be presented to the Board
for discussion and review.
D.
Terms: The regular
term for committee members shall be one (1) year in cycle with the Board
year. If a committee member joins
mid-year, their term shall expire at the end of the Board year.
E.
Decision: All committee
recommendations and decisions for public position statements must be presented
in a timely manner and ratified by a majority of the Board. Prior to committee
members taking a vote on a public position statement, they shall take a straw
poll to gauge the opinion of everyone in attendance at the meeting.
F.
Quorum: Quorum for
committees shall be a majority of the committee members.
XIII.
PROCEDURE FOR CONSIDERATION OF PROPOSALS
A. Submission
of Proposals: Any person or group,
inside or outside the boundaries of ALNA may propose in writing items for
consideration and/or recommendation to the Board. The Chair shall decide
whether proposed items will appear on the agenda of the Board, standing or
special committees, or regular or special meetings.
B. 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 24 hours in advance.
C. Attendance: The proponent may attend this meeting to make
a presentation and answer questions concerning the proposals.
D. Dissemination: ALNA shall record recommendations and
dissenting views in the meeting minutes.
XIV.
LIAISON REPRESENTATIVES
A.
Individuals who
are chosen by the Board to represent ALNA on external Boards, Commissions or
Committees, shall give informative regular reports back to the Board within 30
days of the meeting of that body. Liaison representatives are required to be
members of ALNA as described in Article VI. Membership, above. On those issues
on which the ALNA Board of Directors has taken a formal position, the delegate
shall vote accordingly; in all other cases, he/she shall exercise his/her
discretion while voting in accordance with the general objectives of ALNA.
XV.
GRIEVANCES
A.
One-on-One
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.
B.
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 Office of Neighborhood
Involvement (ONI) Standards or these bylaws that has directly affected the
outcome of a decision of ALNA. Grievances must be submitted within 45 business days
of the alleged violation.
C.
Processing the
Grievance: The Board shall arrange a Grievance Committee,
which shall review the grievance. The
committee shall consist of one Board member (the Board Chair shall be excluded
from this committee), one member and one individual who is not a member of the
Association. The committee shall hold a public hearing and give the grievant
and others wishing to present relevant comment and an opportunity to be heard. The committee shall then forward its
recommendations to the Board.
D.
Final
Resolution: Within 60 calendar days from receipt of the
grievance, ALNA shall render a final decision on the grievance and notify the
grievant of their decision. Deliberations by the Grievance Committee on a
recommendation and by the Board on a decision may be held in executive session.
XVI.
RULES OF CONDUCT
The
ALNA does not require the use of Roberts Rules of Order in conducting its
business. However, the general principles embodied in Roberts Rules are
acknowledged as valuable to conducting orderly and productive meetings.
XVII. CONFLICT OF
INTEREST PROCEDURES
A
transaction 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 Director’s interest
are disclosed to the Board. A conflict of interest transaction is considered
ratified if it receives the affirmative 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
the Board Members who have no direct or indirect interest in the transaction
votes to authorize, approve or ratify a transaction, a quorum must be present
for the purpose of taking action. The presence of, or vote cast by 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 may elect to abstain from voting on the
transaction.
XVIII. DISSOLUTION &
DISTRIBUTION OF THE ASSETS
A. In the event
of the dissolution of ALNA, it shall pay all of its outstanding liabilities and
actively seek satisfaction of its outstanding receivables. Once resolved, any
remaining assets shall be distributed to an organization with comparable
nonprofit status and mission.
B. The Membership
is encouraged to make this decision, but the Board will retain the ability to
make this decision if they are unable to assemble the Membership to do so.
C. If the Board
is unable to designate a recipient, then the assets shall be distributed to an
organization by the Circuit Court for Multnomah County, Oregon.
XIX.
AMENDMENTS
A. These Bylaws
may be amended by a two-thirds vote of the Membership at a Membership Meeting. Notice
shall go out to the Membership fourteen days prior to the meeting stating that
one of the purposes of the meeting is to consider a proposed amendment to the
Bylaws and contain a copy of the proposed amendment.
Amended
by Membership March 9, 2006
Amended
by Membership November 20, 2008
Amended
by Membership May 20, 2010
Amended
by Membership July 18, 2013
