Bylaws

HAZELWOOD NEIGHBORHOOD ASSOCIATION BYLAWS INDEX

ARTICLE I – DEFINITION

Section 1 - Name

Section 2 - Boundaries (A-B)

ARTICLE II – PURPOSE

Section 1 - Purpose (A-C)

ARTICLE III – MEMBERSHIP

Section 1 - Eligibility (A-C)

Section 2 - Dues

Section 3 - Non-discrimination

ARTICLE IV – MEETINGS

Section 1 - Open Meetings (A-B)

Section 2 - Annual Meeting

Section 3 - Regular General Meetings

Section 4 - Special Meetings

Section 5 - Quorum

Section 6 - Meeting Agenda

Section 7 - Voting (A-C)

Section 8 - Board Meetings (A-E)

ARTICLE V – OFFICERS & DIRECTORS

Section 1 - Officers (A-D)

Section 2 - Board of Directors (A-E)

Section 3 - Terms of Office and Elections (A-E)

Section 4 - Qualifications

Section 5 - Indemnification

ARTICLE VI – RECONSIDERATION, PROPOSALS AND GRIEVENCES

Section 1 - Reconsideration (A-B)

Section 2 - Proposals

Section 3 - Mediation

Section 4 - Grievances

ARTICLE VII – PARLIAMENTARY AUTHORITY

ARTICLE VIII – AMENDMENTS

ARTICLE IX – LIQUIDATION & DISSOLUTION

HAZELWOOD NEIGHBORHOOD ASSOCIATION BY-LAWS

(Adopted February 18, 1988; Revised November 2005)

ARTICLE I - DEFINITION

Section 1. Name.

A. The name of the organization is the Hazelwood Neighborhood Association, hereinafter called Association.

B. It is registered in the State of Oregon as a Non-Profit Public Benefit Corporation and is a recognized Neighborhood Association by the City of Portland.

Section 2. Boundaries.

A. Except where noted, the following description refers to the center line of the named streets. Beginning at SE Division and the eastern edge of I-205, north to the southeast edge of I-84, northeast to Halsey, east to NE Weidler at 101st, northeast to 102nd, south to NE Halsey, east to NE 148th, south to SE Stark, west to SE 142nd, south to SE Division and west on SE Division to I-205.

B. For the purpose of conducting business, receiving and delivering services relating to the City of Portland, boundaries exclude the area bounded by SE Stark on the north, SE 130th on the east, SE Division on the south and SE 112^th from Division to SE Cherry Blossom Drive, then northeast to SE 106th and north to SE Stark. Services in this designated area are provided by the Mill Park Neighborhood Association.

ARTICLE II – PURPOSE

Section 1. The purposes for which the Association is organized are:

A. To enhance the livability of the Neighborhood by establishing and maintaining open lines of communication and liaison among all parties representative of the Neighborhood, governmental agencies and other communities and neighborhoods.

B. To facilitate education, research and exchange of information and ideas by insuring an open process by which all citizens of the community may involve themselves in the affairs of the community.

C. To engage in any lawful activity for which corporations may be organized under ORS Chapter 65.

ARTICLE III - MEMBERSHIP

Section 1. Eligibility.

A. Membership shall be restricted to persons 18 years of age and older who live, own property, or represent a business or non-profit organization located within the Association boundaries.

B. Designated Representatives of affiliated groups (see Article V, Section 2, Sub- Section C.) are members.

C. An individual who is not otherwise eligible for membership may make written application to the Board of Directors. The Board of Directors shall examine the application and interview the applicant to determine whether it is in the best interests of the Association to accept the membership. The qualifications considered will include whether the person has established a pattern of activities or participation that reflect a commitment to the Association; consideration will not violate Article III, Section 1, Sub-section A. Such voting memberships will expire two years from the date granted unless renewed by reapplication and acceptance.

Section 2. Dues.

No membership dues shall be assessed.

Section 3. Non-discrimination.

The Association does not discriminate against individuals or groups on the basis of race, religion, color, sex, sexual orientation, age, disability, national origin, income, or political affiliation in any of its policies, recommendations or actions.

ARTICLE IV – MEETINGS

Section 1. Open Meetings.

A. Meetings of the Association are open to all interested citizens regardless of race, creed, color, religion or national origin.

B. The Association abides by the Oregon Public Records and Meetings Law, ORS 192.610 - 710.

Section 2. Annual Meeting.

The Annual Meeting will be held in November of each calendar year and includes election of officers and directors.

Section 3. Regular General Meetings.

Regular General membership meetings shall be held, at a minimum, three times per calendar year unless provided otherwise by a vote of the qualified members. The Board of Directors will designate a regular hour, day of month and location for the meetings; at the discretion of the Board, meetings may be cancelled or changed. Notification will be provided three (3) days in advance.

Section 4. Special Meetings.

Special meetings may be called by the President or at the request of the Board of Directors or by five (5) qualified voting members. Notification will be the same as for general meetings.

Section 5. Quorum.

A quorum for a general meeting of the Association shall be six (6) board members. A quorum for a special meeting of the Association shall be greater than fifty (50) percent of the board members.

Section 6. Meeting Agenda.

Subject to the approval of the Board, the President shall prepare the agenda for all Board meetings, special meetings and general meetings of the membership. By contacting the president, any member may add an item to the agenda in advance of the general meeting. Any member of the Board of Directors may make a motion to add an item to the board, general or special agenda at those respective meetings. Adoption of the motion requires a majority vote of the members present.

Section 7. Voting.

A. Eligibility.

Voting shall be restricted to eligible members who have attended at least one of the previous three (3) general membership meetings. The Board of Directors, at their discretion, may waive the attendance requirement for a particular meeting.

B. Any business or non-profit organization is entitled to one (1) voting representative. The designated representative should be made known to the Secretary.

C. Whenever a board member 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 and this must be recorded in the minutes. The board member with the conflict of interest will abstain from voting on the issue.

Section 8. Board Meetings.

A. The Board of Directors will hold a minimum of three (3) meetings in a calendar year.

B. Special Board of Director meetings may be called by the President of the Association, at the request of any three (3) Board members, or at the request of five (5) voting members of the general membership. Notification of Special Board meetings will be provided 48 hours in advance.

C. Emergency Meetings with less than 48 hours notice may be called by the Board of Directors as deemed necessary. Notification and the purpose(s) of the meeting shall be given to those who have requested such notice. The minutes will describe the emergency and no other business will be discussed or acted on at an emergency meeting.

D. No proxy votes or absentee ballots will be permitted.

E. All Board Meetings are open to the public.

Amended 11/05

ARTICLE V – OFFICERS AND DIRECTORS

Section 1. Officers.

Officers of the Association shall be the President, Vice-President, Secretary and Treasurer.

A. President - It shall be the duty of the President to preside at all meetings of the membership and to appoint the members and chairpersons of non-standing committees. The President shall be the executive officer of the Association and, subject to the Board of Directors, shall have the general supervision and control of the business of the Group. The President shall be an ex-officio member of all committees, except the nominating committee.

B. Vice-President - In the absence of or disability of the President, the Vice-President shall perform all the duties of the President and when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

C. Secretary - The Secretary shall keep or cause to be kept minutes of the proceedings of all meetings as required by Public Records and Meetings Laws. The Secretary shall also maintain an up-to-date roster of officers and directors. The Secretary shall maintain each officer and at-large board member’s term of expiration. The Secretary shall keep the attendance roll at the meetings and shall supervise all correspondence and have such other duties as may be prescribed by the Board of Directors.

D. Treasurer – The Treasurer shall have the responsibility of treasurer including but not limited to: accountability for all bank accounts and monies belonging to the Association and such other powers and duties as may from time to time be prescribed by the Board of Directors. The duties and title of the office may be combined with the duties of the Secretary with the approval of a majority of the Board of Directors.

Section 2. Board of Directors.

A. The Board of Directors of the Association shall consist of: the officers as described in Section I; a minimum of three (3) and up to eight (8) members elected at large; the Immediate Past President; chairs of all standing committees; and designated representatives of affiliated member groups.

B. The Immediate Past-President, subject to the Board's approval, shall be an automatic member of the Board of Directors, with voice and vote, subsequent to the expiration of their term.

C. Affiliated groups may include but are not limited to, identified neighborhoods and business associations. “Affiliated” status requires formal action by the Board of Directors. The affiliated group will present a letter to the Secretary designating the representative; the Board will vote to accept or reject the designated representative.

D. The Board of Directors shall act for the Association whenever it is not practical for a matter to await consideration at the next general membership meeting, or when a matter falls under the authority of the Board.

E. Board action shall require a quorum of six (6) of the Board membership. All Board action shall be reported in the minutes and provided on request per Oregon Public Records and Meetings Law.

Section 3. Terms of Office and Elections.

A. The President shall appoint a nominating committee which shall present a proposed slate of officers and board members reported in the general membership meeting notice, which will be provided at the general membership meeting prior to the annual meeting. All nominees shall have consented to serve if elected.

B. Election of officers and at-large members of the Board of Directors shall be held at the general membership annual meeting in November. Nominations from the floor, by any qualified voting member, will be accepted provided the consent of the nominee has been obtained.

C. The term of office for all officers and at-large Board members shall be for two (2) years and shall commence December 1. To maintain continuity, half—no more than four (4)--at-large Board members will be elected in alternate years. Representatives of affiliated groups serve at the pleasure of the affiliated group.

D. Chairs of standing committees are appointed by the Board. Such appointment shall be formally reviewed at least every two (2) years, at the October Board Meeting.

E. A vacancy shall be declared when a Director has three (3) consecutive, unexcused absences at General and Board meetings. When a vacancy occurs for the above reason or due to death, resignation or other disqualification, such vacancy shall be filled by majority vote of the Board for the unexpired portion of the term.

Section 4. Qualifications.

Officers and all other members of the Board of Directors must be qualified voting members of the Association, unless this requirement is waived by the Board of Directors in an exceptional case.

Section 5. Indemnification.

A. General. In accordance with, and subject to the limitation of, the provisions of ORS 65.047(2)(c), no director or uncompensated officer shall be personally liable for monetary damages for conduct as a director or officer.

Amended 11/05

B. Specific. The corporation shall indemnify and also advance all reasonable expenses incurred by any director, officer, employee, volunteer, or agent of the Association against any liability or expenses incurred or to be incurred by him rising from the performance or failure to perform the duties of such position, hereafter occurring, with respect to proceedings brought by third parties or proceedings brought by or in the right of the Association. This requirement for the advance of reasonable expenses and indemnification by the Association shall be to the fullest extent permitted by the statutory or common law of the State of Oregon as the same may now exist or hereafter be established.

ARTICLE VI – RECONSIDERATION, PROPOSALS AND GRIEVANCES

Section 1. Reconsideration.

A. Request. Any person or group of persons who feels adversely affected by a recommendation or position of the Association or its Board of Directors may request reconsideration of the recommendation or position, in writing, to the President.

B. Response. The President will put the issue on the agenda for the next general membership meeting. If a more timely response is required for transmittal of the recommendation or position, the President shall call a special meeting for reconsideration. By majority vote of the qualified members present, the recommendation or position may be affirmed, amended or reversed.

Section 2. Proposals.

Any person or group, within or without the neighborhood association boundaries may propose in writing, items for consideration and/or recommendation to the Board. The Board shall decide whether the proposal will appear on the Agenda of the Board, an active standing committee, a General or Special Membership meeting.

Section 3. Mediation.

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

Section 4. Grievances.

A person or group who feel they have been adversely affected by a decision or policy of the Association or Board of Directors must submit a written complaint to any member of the Board of Directors. The Board of Directors is obliged to study any grievance within 30 days of its submission and issue written findings. A grievance committee may be appointed to review the complaint. Report of any grievance filed and findings reached will be made at the next regularly scheduled general meeting of the Board of Directors and recorded in the official minutes of that meeting. If the petitioning party and the Board of Directors cannot reach agreement, final resolution of the complaint shall be by vote of a majority of the membership at a general or special meeting.

ARTICLE VII – PARLIAMENTARY AUTHORITY

The rules contained in the latest edition of Robert's Rules of Order shall govern the conduct of meetings of the Association in all cases to which they are applicable and in which they are not inconsistent with the Bylaws and any special rules the Association may adopt.

ARTICLE VIII – AMENDMENTS

These Bylaws may be amended by a two-thirds (2/3) vote of the qualified members present at a general membership meeting. No amendment can be voted upon unless said proposed amendment was distributed or read at the previous general membership meeting or was provided to the membership seven (7) days in advance of the general membership meeting at which the vote is to be taken.

ARTICLE IX – LIQUIDATION & DISSOLUTION

The dissolution of the Association may be ordered by a two-thirds (2/3) vote of the attending members of the Association at a general or special membership meeting with notification. The Association shall use its funds only to accomplish the purposes and objectives specified in Article 2, Section B. No part of the funds inure, or be distributed to the members of the Association. On dissolution, any funds remaining shall be distributed to one or more regularly organized and qualified non-profit organization exempt from federal taxation to be selected by the Board of Directors.