Bylaws
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ST. JOHNS NEIGHBORHOOD ASSOCIATION BYLAWS
ARTICLE I: NAME AND PURPOSE
SECTION 1. NAME OF THE ORGANIZATION
The name of the organization shall be the St. Johns Neighborhood Association (SJNA). SECTION 2. PURPOSE OF SJNA
The purpose for which SJNA is organized is to enhance the livability of the area by:
● To consider and act on issues that affect the livability and quality of the neighborhood;
● To provide an open process by which all members may involve themselves in the affairs of the neighborhood;
● To take positions in matters of civic interest, and promote those positions in communications;
● To inform residents of events or plans affecting the neighborhood;
● To establish and maintain open lines of communication with other organizations,
such as district coalitions, other neighborhood associations, and city, county,
regional, and state government agencies; and
● For such other purposes as are approved by the Board of Directors (Board) or
membership.
ARTICLE II: BOUNDARIES
Boundaries of SJNA shall be defined as all portions of the following described property located in the City of Portland, Oregon:
● Beginning at the intersection of North Weyerhaeuser Avenue and North Ivanhoe Street;
● Thence running southwardly along North Weyerhaeuser Avenue and continuing along an extension of that avenue to its intersection with the Willamette River;
● Thence running northerly along the Willamette River to its intersection with the Columbia River;
● Thence running southeasterly along the Columbia River to its division into Friendly Reach and North Portland Harbor;
● Thence running southeasterly along North Portland Harbor to its intersection with the Burlington Northern Railroad right-of-way;
● Thence running southwesterly along Burlington Northern Railroad right-of-way to its intersection with the southeasterly extension of North Ivanhoe Street;
● Thence running northwesterly along North Ivanhoe Street to the place of beginning.
● The boundaries of SJNA shall run along the centerline of all right-of-ways and projections mentioned above.
ARTICLE III: MEMBERSHIP
SECTION 1. MEMBERSHIP QUALIFICATIONS
Membership in SJNA shall be open to:
All residents 16 years of age and older, property owners, business licensees, and nonprofit organizations located (or performing a significant part of their services) within the boundaries of SJNA; and
All members of Cathedral Park Neighborhood Association (CPNA), as defined in the bylaws of that association.
SECTION 2. CONSENT
A person, business, or organization eligible for membership shall become a member of SJNA by providing written consent in accordance with the Policies and Procedures of SJNA.
SECTION 3. VOTING
Each member present shall be eligible to vote at any general or special meeting. A member business or organization shall have nor more than one (1) voting representative in a meeting. In no case shall any one individual be entitled to more than one (1) vote. Unless otherwise specified in these bylaws, decisions of SJNA’s general membership shall be made by a majority vote of those members present at any meeting.
ARTICLE IV: FINANCIAL SUPPORT SECTION
1. DUES
There shall be no charging of dues or membership fees, however voluntary contributions will be accepted.
SECTION 2. INTERNAL FUNDRAISING
Activities to raise funds for SJNA may be held if appropriate and approved by the Board of Directors.
ARTICLE V: MEETINGS
SECTION 1. GENERAL MEETINGS
There shall be a minimum of six (6) general membership meetings annually to be held no more than 90 days apart. One such meeting shall be held in October of each year. Notification for all general meetings shall require seven (7) days advance public notice in a manner pursuant to the Policies and Procedures of SJNA.
Subject to the approval of the Board of Directors, the Chairperson shall prepare the agenda for meetings of SJNA. Any person may add an item to the agenda by:
Submitting the item in writing to the Chairperson at least seven (7) days in advance of the meeting, or
Making a motion to the Board of Directors to add an item to the general meeting agenda at that meeting. Adoption of that motion requires a second and majority vote.
SECTION 2. BOARD MEETINGS
Board meetings shall be held on a schedule prescribed by Policies and Procedures of SJNA, or as specially called by the Chairperson or Vice Chairperson. A board meeting shall occur within one week after the October general meeting. Notification for all board meetings shall require three (3) days advance public notice in a manner pursuant to the Policies and Procedures of SJNA.
SECTION 3. SPECIAL MEETINGS
Special meetings of the membership may be called by a majority vote of the Board of Directors as deemed necessary. Notification and purpose(s) of the special meeting shall require seven (7) days advance notice.
SECTION 4. QUORUM
A quorum for any general or special meeting of SJNA is nine (9) non-Board members and four (4) members of the Board of Directors as defined in Article VI, excluding the Chairperson. In the event of a tie vote, the Chairperson shall cast the deciding vote.
At Board meetings, quorum shall be 50 percent of the Directors currently serving; if there is an odd number of Directors, it will be 50 percent and one more. Directors may participate in these meetings electronically, so long as members of the public are able to observe the meeting, and be considered present.
SECTION 5. 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, as described in Article III. All meeting minutes will be made publicly available.
SECTION 6. PARLIAMENTARY AUTHORITY
SJNA shall follow Roberts Rules of Order Newly Revised in all areas, except where they conflict with any provisions of the bylaws or Policies and Procedures, in which case the latter documents shall have precedence.
ARTICLE VI: BOARD OF DIRECTORS
SECTION 1. COMPOSITION OF BOARD
The Board of Directors, herein referred to as the Board, shall be composed of a four (4) member Executive Committee (Chairperson, Vice Chairperson, Secretary, Treasurer), and up to eleven (11) additional members including Standing Committee Chairs and Directors at large.
SECTION 2. ELIGIBILITY FOR BOARD SERVICE
Only persons who are members shall be qualified to hold an elected or appointed position. Members younger than 18 years of age must have parental permission to be on the board.
SECTION 3. TERMS OF OFFICE
Each Director shall hold office for which they are elected or appointed for a term expiring at the next Board election pursuant to Section 4 of this Article.
SECTION 4. ELECTIONS
The election of Directors shall be by nomination from the floor and requires a majority vote of the members present at the October general meeting.
Directors shall elect members of the Executive Committee, by majority of Directors present, in the next Board meeting after the October general meeting.
SECTION 5. REMOVAL
Directors failing to attend three consecutive Board meetings may be terminated by majority vote of and with written notice from the Board.
Board members may choose at any time, with a two-thirds majority of all members present, to replace a member of the Executive Committee with an at-large member.
SECTION 6. BOARD VACANCIES
The Board may appoint a member to fill any vacancy on the Board by majority vote of the Board. A Director so appointed shall serve the remainder of the unexpired term.
SECTION 7. DUTIES OF THE BOARD
The Board shall have the following responsibilities and powers:
● Manage the daily affairs of SJNA.
● Make decisions and represent the interests of SJNA 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 general meeting.● Appoint committees to perform necessary functions and represent SJNA on
specified topics.● Upon vacating their position each Board member shall transfer all SJNA records,
files, and/or any other relevant materials to their successor. In addition, each outgoing member may review duties, current projects, and any other relevant knowledge with their successor.● Establish a yearly work plan of priority issues and projects for maintaining and encouraging involvement in SJNA.
ARTICLE VII: COMMITTEES AND REPRESENTATIVES
Standing committees and special committees may be established by the Chairperson and approved by the board. Standing committees must be chaired by the Director so charged. Special committees must have at least one (1) Director on the committee. Each committee shall report to the Board, Chairperson, or general membership.
ARTICLE VIII: CONFLICT OF INTEREST SECTION
SECTION 1. DEFINITION
A conflict of interest exists for a member or Director whenever the member or Director holds a personal financial interest which will be impacted by the action or inaction by SJNA on a proposal before the membership or Board. A personal financial interest shall include a financial interest by the member or Director and/or by members of their immediate family. A personal financial interest includes an ownership interest above 5% of a business which will be impacted by the decision of SJNA. Examples of personal financial interest would include: employment by SJNA; ownership of property the use or control of which is being considered by SJNA; plans to purchase property the use or control of which is under discussion by SJNA, etc.
SECTION 2. DECLARING THE CONFLICT OF INTEREST
Whenever a member or Director determines that they have a conflict of interest relating to an item under discussion, they must inform the body (membership or Board) hearing the proposal that the conflict of interest exists.
SECTION 3. ABSTENTION FROM VOTING
Members or Directors shall not vote on matters in which they have a conflict of interest
ARTICLE IX: GRIEVANCE PROCEDURE
SECTION 1. 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.
SECTION 2. ELIGIBILITY TO GRIEVE
Any person or group may initiate a 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 these bylaws or any other governing rules of the organization. Grievances must be submitted within 45 days of the alleged violation.
SECTION 3. PROCESSING THE GRIEVANCE
The grievance shall be processed pursuant to the Policies and Procedures of the SJNA. SECTION 4. FINAL RESOLUTION
Following processing of the grievance, if the grievant remains unsatisfied, final resolution of the complaint shall be by vote of a majority of the voting members present at the next general meeting.
ARTICLE X: PROCEDURE FOR CONSIDERATION OF PROPOSALS
SECTION 1. SUBMISSION OF PROPOSALS
Any person or group, whether or not a member of SJNA, 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 proposals shall be notified in writing, not less than 48 hours in advance, of the place, day and hour the proposal shall be reviewed.
SECTION 3. ATTENDANCE
The proponent may attend this meeting to make a presentation and answer questions concerning the proposal.
SECTION 4. DISSEMINATION
SJNA shall record recommendations and dissenting views in the meeting minutes.
ARTICLE XI: PUBLIC MEETING/PUBLIC RECORDS REQUIREMENT
SJNA shall abide by all the requirements relative to public meetings and public records. Official action(s) taken by SJNA 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.
ARTICLE XII: NONDISCRIMINATION
SJNA will not discriminate against individuals or groups on the basis of race, religion, color, sex, sexual orientation, gender identity, age, disability, housing status, legal citizenship, national origin, income, or political affiliation in any of its policies, recommendations or actions.
ARTICLE XIII: DISSOLUTION
SECTION 1.
Oregon State Laws provide, in detail, the legal requirements for the dissolution of this organization.
SECTION 2.
Federal and state laws must be adhered to in the disposal of the organization’s assets. Such assets will be distributed to current 501(c)3 organizations as determined by the board of directors.
ARTICLE XIV: ADOPTION AND AMENDMENT OF BYLAWS
All amendments to these bylaws must be proposed in writing and submitted to the board, for approval, to then send to the general membership for a reading at a general meeting before voting on their adoption may proceed at a later general meeting. Notice
of a proposal to amend the bylaws, specifying the date, time and place for consideration, must be provided to all members a minimum of seven (7) days before voting. Adoption of any amendments to these bylaws shall require a two-thirds (2/3) vote by the members present at a general meeting.
ARTICLE XV: ADOPTION AND AMENDMENT OF POLICIES AND PROCEDURES
A Policies and Procedures document is established. The Policies and Procedures may be amended by a two-thirds (2/3) vote of Directors at a Board meeting.
Date of Approval ___9 August 2021____________________________________
Signed ____Jose Alamilla__________________________________________ Chairperson
Signed ______Paul Rippey________________________________________ Secretary
APPENDIX A: BOUNDARY MAP