Draft SCA Bylaws

BYLAWS AND OPERATING PROCEDURES OF THE
SABIN COMMUNITY ASSOCIATION
(Originally adopted 1969)
BOARD RATIFIED D R A F T 11/9/09


ARTICLE I. NAME OF ORGANIZATION: The name of the organization shall be Sabin Community Association, otherwise known as the SCA.

ARTICLE II. PURPOSE: The purpose of the organization is to:
enhance the neighborhood by communicating with members, government agencies, and other neighborhoods;
provide a structure through which residents may involve themselves in the affairs of the neighborhood;
promote livability and sustainability; and,
help to ensure safety.
The organization shall pursue other objectives as approved by the Board.

ARTICLE III. BOUNDARIES: Boundaries of the SCA shall be defined as the center line of all rights of way commencing with NE Siskiyou St. at NE 10th Ave., east to NE 21st Ave., north to NE Alameda St., east to NE 23rd Ave., north to NE Prescott St., west to NE 22nd Ave., north to NE Wygant St., west to NE 14th Ave., south to NE Prescott St., west to NE 12th Ave., south to NE Skidmore St., west to NE 10th Ave., and south to NE Siskiyou St, in the city of Portland, Oregon. [EXACT BOUNDARIES TO BE CONFIRMED WITH CITY DATA]

[INSERT OFFICIAL MAP HERE]

ARTICLE IV. MEMBERSHIP:

Section 1. Qualifications: Membership in the SCA shall be open to all residents aged 18 and over, property owners, and holders of a business license located within the boundaries as defined in Article III of these bylaws.

Section 2. Voting: All members, as defined above, shall have one vote each to be cast during attendance at any general or special meeting. One representative from each business shall have the same privilege as residents listed above. Unless otherwise specified in these Bylaws, decisions of the SCA shall be made by a majority vote of those members present at any general or special meeting.

ARTICLE V. FINANCIAL SUPPORT: Charging of dues or membership fees shall not be made; however, voluntary contributions will be accepted, and fund raising may be authorized by the Board.

ARTICLE VI MEMBERSHIP MEETINGS:

Section 1 General Membership Meetings: There shall be two (2) or more general membership meetings each year. One General Meeting will be the Annual Meeting. The Annual Meeting, which will include elections, will take place in May or June. Another General Meeting will take place in the fall.

Section 2 Special Meetings: Special meetings of the membership, board or committees may be called by the President or by majority vote of the Board as deemed necessary.


Section 3 Notification: Notification of meetings shall be by newsletter, posted notices, electronic mailings, website, telephone calls, or any appropriate means of communication apt to reach a majority of members. Notification shall require seven (7) calendar days’ advance notice to the SCA membership and a minimum of 24 hours’ notice for all individuals and news media that have requested notice.

Section 4 Agenda: Subject to the approval of the Board, the President shall prepare the agenda for general and special meetings of the membership. Any person may add an item to the agenda by:
a) Submitting the item in writing to the President 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 majority vote.

Section 5 Quorum: A quorum for any general or special meeting of the SCA is ten (10) members.


Section 6: Participation: Any general or special 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. All actions or recommendations of the general or special meetings shall be communicated to all affected parties, including minority opinion reports. Participants shall sign a roster with their names and addresses.

Section 7: Procedure: Roberts Rules of Order shall be followed in all areas not specified by the by-laws. Minutes shall be taken for all general and special meetings.

ARTICLE VII. BOARD OF DIRECTORS:

Section 1 Number of Board Members: There shall be at least six (6) elected officers and five (5) Members-at-Large. The elected officers are: the President, First Vice-President, Second Vice-President, Treasurer, Recording & Corresponding Secretary, and Communications Director.

Section 2 Eligibility for Board Service: Only persons eligible for membership shall be qualified to hold an elected or appointed position.

Section 3 Terms of Office: Officers will serve for one (1) year. Four Members-at-Large will serve for two (2) years and one Member-at-Large will serve for one (1) year. Terms of office for the 2-year Member-at-Large positions shall be staggered. At the first election following the adoption of these Bylaws, two (2) 2-year Member-at-Large positions shall have a 1-year term of office in order to begin the staggering (this sentence shall be removed from these Bylaws on July 1, 2010). Elected officers shall assume office on July 1.

Section 4 Board Vacancies: The Board may fill any vacancy on the Board or committees by majority vote of the Board. A member appointed to fill a vacancy shall serve the remainder of the unexpired term.

Section 5 Election of Board Members: Board members shall be elected annually by a vote of the membership at the Annual Meeting. The names of all candidates for the Board shall be placed in nomination by a nominating committee or by any member of the SCA. Notification shall be as specified in Article VI, Section 3. Nominations will be accepted from the floor at the Annual Meeting. All members present at the Annual Meeting must sign their name and address on a roster. Election requires a majority vote of the membership present.
[Lauren - Somewhere it says the list has to be checked before a vote and a roll call done. - R]

Section 6 Powers of the Board: The Board shall be responsible for all business coming before the SCA. The Board shall assure that members are informed of business that affects them through reasonable means of notification. The Board has the responsibility of acting in the best interest of the neighborhood but is not specifically bound to act according to the desire of the majority of members attending a particular meeting.

Section 7 Duties of the Board Members: The Board shall have the following responsibilities and powers:
a) Manage the daily affairs of the SCA
b) Make decisions and represent the interests of the SCA
c) Appoint and enable committees to perform necessary functions
d) Establish a yearly work plan of priority issues and projects. This shall include an annual budget detailing anticipated expenditures and revenues, and both shall be finalized by the Board at least 60 days prior to the beginning of the next fiscal year. Copies of the plan and budget shall be made available to the members at the Annual Meeting.

Section 8 Duties of Board Officers:
a) The President: The President shall create agendas for, and preside at all board meetings and membership meetings. The President shall perform such duties as the Board and the membership from time to time authorize. The President shall represent the position of the Board and the interests of the SCA.
b) First Vice-President: The First Vice-President shall perform the duties of the President in the President’s absence and as authorized by the Bylaws.
c) Second Vice-President: The Second Vice-President shall perform the duties of the President or First Vice-President in their absence and as authorized by the Bylaws.
d) The Recording and Corresponding Secretary: The Recording and Corresponding Secretary shall record and maintain minutes of the membership and Board meetings, assist the Board with correspondence and maintain in electronic and hard-copy forms the non-financial files of the SCA.
e) Treasurer: The Treasurer shall have charge of all funds belonging to the SCA and shall receive, deposit, and disburse funds for the SCA in a bank, financial institution, or a Northeast Coalition of Neighborhoods (NECN) account in such a manner as designated by the Board and NECN. The Treasurer shall make financial reports as directed by the Board and NECN.
f) Communications Chair: The Communications Chair shall be responsible for publicity and communications to the community as well as any other duties that may be designated by the Board.

Section 9 Board meetings:
a) Regular Board Meetings: There shall be at least nine (9) regular Board meetings each calendar year. Notification shall be as specified in Article VI, Section 3.
b) Special Board Meetings: Special meetings of the Board may be called by the President or by a majority vote of the Board as deemed necessary. Notification shall be as specified in Article VI, Section 3.
c) Emergency Meetings: Emergency meetings of the Board may be called by the President or by majority of the Board as deemed necessary to address urgent problems. All Board members and NECN shall be notified of such meeting at least 24 hours in advance of the meeting time.
d) Board meetings are chaired by the President, 1st Vice President, 2nd Vice President, or the President’s designee.
e) Quorum: A quorum for Board meetings of the SCA is six (6) members.
f) 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 at which there is a quorum.

Section 10 Termination for non-attendance: Board members failing to attend three (3) consecutive unexcused Board meetings may be terminated from the Board upon written notice.

Section 11 Resignation of a Board member: Any Board member may resign from his/her position with written notification to the board.

Section 12 Procedures: Roberts Rules of Order shall be followed in all areas not covered by the bylaws. Minutes shall be taken for all board meetings.

ARTICLE VIII COMMITTEES: There may be standing committees that meet throughout the year as appointed by the Board, and ad hoc committees may be established by the President. All committees must serve the interest of the SCA Board.

ARTICLE IX CONFLICT OF INTEREST PROCEDURES:

Section 1 Definition: A conflict of interest is one in which the personal financial interest of a member or their immediate family directly will be impacted by the action or inaction of the SCA. If this situation exists, it shall be deemed a “conflict of interest.” Personal financial interest involves any monetary or other kind of material or existential gain achieved from a proposal that is before the board of the SCA.

Section 2 Declaring the Conflict of Interest: Whenever a member of the board determines that they have a conflict of interest, they must inform the board hearing the proposal in which the conflict of interest exists. If the conflict is not declared, that board member will be released from his/her position.

Section 3 Abstention from Voting: Members shall not vote on matters concerning which they have a conflict of interest. Members who declare a conflict of interest shall remove themselves from the meeting room during discussion and vote of the proposal.

ARTICLE X GRIEVANCE PROCEDURES:

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 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 by-laws that has directly affected the outcome of a decision of the SCA. Grievances must be submitted within 45 days of the alleged violation.

Section 3 Processing the Grievances: 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 make a recommendation and forward it to the Board