Board Ratified Bylaws - April 2010
BYLAWS AND OPERATING PROCEDURES OF THE ARTICLE I. ARTICLE II. PURPOSE: The purpose of the organization is to: 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. ARTICLE IV. MEMBERSHIP: Section 1. Qualifications: Membership in the SCA shall be open to all residents aged 18 and over, property owners, a representative of institutions and non-profit organizations, 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. Unless otherwise specified in these Bylaws, outcomes of votes by the SCA membership shall be determined 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. The agenda for general and special meetings of the membership will be sent to the membership in the newsletter prior to the meeting. Any person may add an item to the agenda by: 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 five (5) elected officers and four (4) Members-at-Large. The elected officers are: the President, First Vice-President, Second Vice-President, Treasurer, Recording & Corresponding Secretary. 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. 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. 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: Section 8 Duties of Board Officers: 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. Section 4 Final Resolution: Within 60 calendar days from receipt of the grievance, the SCA Board shall render a written decision. Deliberations by the grievance committee and by the Board may be held in executive session. ARTICLE XI PROCEDURE FOR CONSIDERATION OF PROPOSALS: Section 1 Submission of Proposals: Any person or group inside or outside the boundaries of the SCA may propose items for consideration and/or recommendation to the Board in writing. The Board shall determine whether proposed items will appear on the agenda of the Board, standing or ad hoc committees, or general or special meetings. Section 2 Notification: Notification shall be as specified in Article VI, Section 3. The proponent shall be notified in writing of the place, day, and hour the proposal shall be reviewed, at least 24 hours in advance of the meeting. Section 3 Attendance: The proponent may attend this meeting to make a presentation and answer questions concerning the proposal. Section 4 Dissemination: The SCA shall record recommendations and dissenting views in the meeting minutes. ARTICLE XII PUBLIC MEETINGS/PUBLIC RECORDS REQUIREMENT: The SCA 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 SCA must be on record or part of the minutes 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 XIII NONDISCRIMINATION: The SCA will 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 XIV ADOPTION AND AMENDMENT OF BYLAWS:
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