At a Special BWNA Board Meeting held on April 4, 2017, the board reached consensus on recommended changes to the current bylaws. Those changes (amendments) are indicated in italics below. Most of these text changes are housekeeping in nature (e.g., correcting awkward wording and inconsistent nomenclature), but there are more substantive changes as well (e.g., additional designated duties for the President and Vice President). The board encourages residents to read through this proposed set of amendments in preparation for a June 12th General Meeting discussion and final vote (requiring two-thirds majority for passage). Procedures for amending the bylaws are contained in Article 12, at the end of the bylaws. (BWNA general meetings are held at Bethany Lutheran Church, corner of N.E. Skidmore and 37th) and begin at 7:00 p.m. in the basement activity room–Fellowship Hall, with entrance on the Skidmore side of the church.) For the sake of comparison, you can access a clean copy of the current bylaws (minus amendments) by clicking on the “About” link above, then on the “Bylaws” link.
WILSHIRE NEIGHBORHOOD ASSOCIATION BYLAWS
(last amended on February 7, 2011)
April 4, 2017 Draft
[this final draft uses italic to show new text, deletions are not shown]
Article 1: Name and Purpose
Section 1: Name.
The name of the association shall be the Beaumont-Wilshire Neighborhood Association (hereinafter BWNA). BWNA is organized under Oregon Revised Statutes chapter 65 and recognizes the rules established by the City of Portland, Office of Neighborhood Involvement.
Section 2: Purpose.
The purpose of BWNA shall be:
- A. To enhance the livability of the neighborhood by establishing and maintaining open lines of communication and acting as a liaison between neighbors, government agencies and officials, educational institutions, area business associations, and other neighborhoods and neighborhood groups.
- To provide, encourage, and facilitate an open process whereby all members of BWNA may involve themselves in, and be heard on, the issues, affairs, and concerns of the neighborhood.
- C. To perform all activities related to the purposes enumerated above. To have and enjoy all the powers granted, vested, or allowed BWNA by law.
- To organize exclusively for educational, scientific, environmental, and charitable purposes as prescribed by law.
- To be inclusive of all. BWNA may 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 2: Boundaries
The boundaries are defined as follows: starting at NE 47th and Prescott; south to Wistaria Drive; west to Stanton; west to 37th; north to Morris; west to 33rd; north to Alberta Court; east to 42nd; south to Prescott; east to 47th.
Article 3: Membership and Voting
- Eligibility: All residents within the boundaries of BWNA are eligible to become members. Representatives of non-resident property owners, government agencies, businesses, and nonprofit organizations located within the boundaries of BWNA are eligible to become members at the rate of one representative per entity.
- Consent: An eligible person shall become a member of the association by providing written consent in accordance with the procedures established by the BWNA. In the absence of a specific policy, this will be done by checking a box indicating a desire to become a member.
- There are no dues or initiation fees.
Section 2: Voting.
- All votes, by members, except when voting for board of directors, bylaw amendments, and dissolution or merger, shall be advisory. The board will then take a final vote.
- Each member, 18 years of age or older, shall have one vote at each general or special membership meeting.
- No absentee or proxy voting is allowed.
- Board meeting decisions shall be determined by a majority vote of all board members in attendance.
- Committee meeting decisions shall be determined by a majority vote of all committee members in attendance.
Article 4: Funding
Activities to raise funds for BWNA may be held as appropriate.
Article 5: Board of Directors
Section 1: Composition.
Composition of the BWNA board of directors (hereinafter the board): The board shall be composed of a president, vice president, secretary, treasurer, the immediate past president, and ten members at large. Each board member is in office for a term of two years or until a successor is elected or appointed. Annual elections shall be held in April.
Section 2: Duties of Board Members.
- President: (elected in even years): Subject to the approval of the board, the president shall prepare and disseminate to the board, at least three days prior, the agenda for board, general and special membership meetings. The agenda needs to be approved at the beginning of each meeting. The president shall submit a copy of each meeting agenda to Central Northeast Neighbors (hereinafter CNN), post notices of all meetings on the CNN Calendar, and arrange for copies of the most current BWNA Newsletter to be delivered to the CNN Office. When present, the president shall preside at board, general, emergency and special membership meetings. If the board chooses to have neighborhood events such as Taste of Beaumont or National Night Out Picnic, the President or Vice President will each coordinate or designate a volunteer to coordinate.
- Vice President: (elected in odd years): The vice president shall work in partnership with the president to complete all roles of president and vice president. In the president’s absence the vice president shall function as the president. In case of resignation of president the Vice President will become president.
- Secretary: (elected in odd years): The secretary shall keep minutes and written records of all general, board, and special membership meetings and submit those records, following approval by the board, to CNN; shall keep written copies of the bylaws up to date; shall maintain the list of members; and shall make records of BWNA available for inspection for any proper purpose at any reasonable time. The secretary shall work with the President to complete correspondence as needed. The secretary shall retain the conflict of interest statements that all members of the board must complete annually.
- Treasurer: (elected in even years): The treasurer shall be held accountable for all funds and shall give an accounting at general and board meetings, submitting all of these accounting reports (including bank statements) to CNN; shall receive, safe keep, and disburse BWNA funds. The president, secretary, vice president, and treasurer shall each be authorized signers. Any combination of two signatures of the aforementioned officers shall constitute valid disbursement.
- Immediate Past President: The immediate past president of BWNA shall serve as an advisor and as a voting member of the board. This is not an elected position.
- F. Ten At-Large Members: Positions 1, 2, 3, …10. Odd-numbered positions elected in odd years, even-numbered positions elected in even years. It is the responsibility of board members to take on tasks as agreed upon.
Section 3: Duties of the Board
- Powers of the Board The board shall be responsible for reviewing and acting upon, as needed, all business coming before the neighborhood association and for assuring that members are informed of the business that affects them through reasonable means of notification. The Board has the responsibility of acting in the best interest of the neighborhood. The board will take under advisement all discussion by neighborhood members but is not bound to act according to the desire of the majority of members attending a neighborhood association meeting.
- Management: The board shall 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. The board shall be accountable to the membership; shall seek the views of those affected by any proposed policies or actions before adopting any recommendation on behalf of BWNA; and shall comply with these bylaws.
- Vacancies: Written resignations from the board will be accepted. At the third consecutive unexcused absence by a board or committee member, the member will be considered as having abandoned the position and it is vacant. The board may fill any vacancy on the board or a committee by majority vote of the board at the next scheduled general or board meeting. A member appointed to fill a vacancy shall serve the remainder of the unexpired term and until his or her successor is elected or appointed.
- Emergency Powers: In such cases where the board is required to provide neighborhood response before the question is presented to the membership, the board must indicate that this is the case and shall present the action taken at the next general meeting or at a special membership meeting for review by the membership.
- Conflict of Interest: To protect the integrity of the association’s decision-making processes, Board members will disclose to the board any interest they have in a transaction or decision of the board that may result in a financial benefit or gain to them and/or their business, family members and/or significant other, employer, and/or close associates, and other nonprofit organizations with which they are affiliated. The board member will not be present for or participate in any board discussion of or vote on the transaction or decision.
Article 6: Meetings
Section 1: General Meetings.
General meetings will be held in the months of February, April, June, October, and December. The meetings shall be convened at a time and day decided upon by the majority vote of the board. All general meetings shall require seven days’ notice.
Section 2: Emergency or Special Meetings.
Emergency or special meetings of the membership or the board may be called by the board as deemed necessary. Notification of emergency meetings, shall require not less than 24 hours notice. Notification of the special meetings shall require not less than 7 days notice. The notification shall include stating the purpose of the meeting. The minutes must describe the emergency or special circumstance. No other business may be discussed or acted on at an emergency or special meeting.
Section 3: Board Meetings.
The board shall meet in open session in the months of January, March, May, July, September, and November and at any other time set either by the president or by one-half of the board. At least seven days advance notice of each meeting shall be given to each board member.
Section 4: Agenda.
The president, vice president or committee chair will prepare and communicate an agenda for all meetings at least three days prior to the meeting. Any person may request that an item be added to the agenda by submitting the item in writing to the person responsible for the agenda. The person responsible for an agenda may establish a cutoff time requirement for submitting agenda items. The cutoff time requirement shall not exceed 14 days before the meeting.
Section 5: Minutes.
Minutes of all BWNA meetings shall be retained by the secretary and available for inspection within ten days following any meeting. The secretary will send minutes to CNN within one week of approval.
Section 6: Quorum.
A quorum for any general or special membership meeting shall be 12 members. A quorum for a board meeting shall be a majority of the currently serving board members. A quorum is required for any action at any meeting.
Section 7: Participation.
Any general, special membership, board, or committee meeting is open to all people who wish to attend and be heard; however, only neighborhood members are entitled to vote. All actions or recommendations of the general or special membership meetings shall be communicated to all affected parties, including minority reports.
Section 8: Procedures.
BWNA shall follow Robert’s Rules of Order (last revision) in all areas not covered by the bylaws.
Section 9: Absence.
Board members must provide notice to at least one other board member, who will be in attendance, that they will not be attending a scheduled meeting. Such notice constitutes an excused absence. Failure to provide notice shall be recorded in the minutes as an unexcused absence.
Section 10: Open Meetings and Public Records Law.
The Neighborhood 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 Neighborhood 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) and recommendations made along with a summary of dissenting views. Official records will be kept on file at the District Coalition office.
Article 7: Central Northeast Neighbors (CNN) Coalition Representatives
The board will elect two representatives and an alternate to serve on the Board of Central Northeast Neighbors (CNN). BWNA is entitled to two votes at CNN Board meetings. These representatives are expected to attend CNN Board meetings monthly.
The board will elect two representatives and an alternate to serve on the CNN Land Use, and Transportation, Open space and Parks Committee (LUTOP) committee. BWNA is entitled to two votes at CNN LUTOP meetings. These representatives are expected to attend CNN LUTOP meetings monthly.
Article 8: Committees
Section 1: Standing Committees.
The board shall establish standing committees as deemed appropriate.
Section 2: Ad Hoc Committees.
The president or the board shall establish ad hoc committees as deemed appropriate. Ad hoc committees shall disband when the purpose for establishing the committee has been accomplished or one year after establishing the committee. The board may continue a committee beyond one year by majority vote.
Article 9: Elections
Section 1: Eligibility.
Any member shall be qualified to hold an elected or appointed position.
Section 2: Board Members.
Members of the board shall be elected to serve for two years until the appropriate April general meeting. The election shall be by nomination from the floor and requires a majority vote of the membership present.
Section 3: Impeachment.
Any holder of an elected position may be removed and replaced by a two-thirds vote of the membership present at a general or a special membership meeting.
Article 10: Grievance Procedure
Section 1: One-on-One Dialogue and Mediation.
Individuals and groups within the neighborhood are encouraged to reconcile differences, whether inside or outside the scope of these grievance procedures, through one-on-one dialogue or mediation.
Section 2: Eligibility to Grieve.
Any person or group may initiate the 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 ONI Standards or these bylaws that has directly affected the outcome of a decision of the BWNA. Grievances must be submitted within 45 days of the alleged violation.
Section 3: Processing the Grievance.
The Board shall arrange a Grievance Committee, which shall review the grievance. The committee shall hold a public hearing and give the grievant and others wishing to present relevant comment an opportunity to be heard. The committee shall then forward its recommendations to the Board.
Section 4: Final Resolution.
Within 60 calendar days from receipt of the grievance, the BWNA 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.
Article 11: Procedure for Consideration of Proposals
Section 1: Execution.
The board shall be responsible for the execution of this article.
Section 2: Submission of Proposals.
Any person or group, inside or outside the boundaries of BWNA, and any city agency 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 either the board, a general, or special membership meeting. A majority vote of the board is required to add a proposed item to a meeting agenda.
Section 3: Notification.
The proponent and members directly affected by such proposals shall be notified in writing of the place, day, and hour the proposal shall be reviewed not less than seven days in advance.
Section 4: Attendance.
The proponent may attend the meeting to make a presentation and answer questions concerning the proposal.
Section 5: Dissemination.
BWNA shall submit recommendations and dissenting views as recorded from the meeting to the proponent and other appropriate parties.
Article 12: Amendments
Any proposed amendment to the bylaws shall be, at a minimum, summarized and included in a written notice at least two weeks before the general or special membership meeting at which it will be considered. The full text, existing and proposed, shall be made available. A two-thirds majority vote of the members present at said meeting is required to amend the bylaws.
Article 13: Dissolution
Section 1: Method.
The question of the dissolution of BWNA shall be considered at a general meeting following 60 day advance written notice to the membership. A 75 percent majority vote of the members present at the meeting is required to dissolve BWNA.
Section 2: Records and funds.
Upon dissolution of BWNA all records and bookkeeping materials are to go to the Office of Neighborhood Involvement, and funds are to go to charitable, educational, or civic improvement efforts related to or located within the BWNA boundaries described in these bylaws. This disbursement will be approved by a majority vote of the board and is the final action of the board.