Montavilla Neighborhood Association Bylaws

Approved July 2015

Office of Neighborhood Involvement Link to MNA Bylaws

ARTICLE I: NAME

The name of the organization shall be also known as Montavilla Neighborhood Association (MNA).

ARTICLE II: PURPOSE

The purposes for which this association is organized are:
a) To consider and act on issues that affect the livability and quality of the neighborhood;
b) To provide an open process by which all members may involve themselves in the affairs of the neighborhood;
c) To take positions in matters of civic interest, and promote those positions in communications;
d) To inform residents of events or plans affecting the neighborhood;
e) To establish and maintain open lines of communication with other organizations, such as district coalitions, other neighborhood associations, and city, county, region, and state government agencies; and
f) For such other purposes as are approved by the Board of Directors or membership.

ARTICLE III: BOUNDARIES

The boundaries of the MNA are:

Southern Boundary: S.E. Division Street (North Side)
Eastern Boundary: Interstate 205 (West Side of I205/Veterans Freeway)
Northern Boundary: Interstate 84 (South Side of I84/Banfield Freeway)
Western Boundary: S.E. 76th Avenue (East Side from Division to Burnside AND N.E. 68th Avenue (East Side from Burnside to I84/Banfield Freeway)

ARTICLE IV: MEMBERSHIP

Section 1. Eligibility. All residents age 18 and older including property owners, and individuals who hold a business license located within the boundaries as defined by these bylaws are eligible to be a member of the association. Individuals or entities not meeting the boundary criteria can request to become members of MNA at a general meeting or as described by board policy. Individuals under age 18 may be come members on submitting written consent from a parent or guardian.

Section 2. Consent. An eligible person shall become a member of the association by providing written consent in accordance with the procedures established by the Association.

Section 3. Dues or Fees. Dues or fees shall not be required.

Section 4. Voting. Each member shall be entitled to one vote. There shall be one class of members of this Association.

Section 5. Member Powers. Each member is eligible to vote for election of board directors, bylaw amendments, and dissolution or merger.

Section 6. Term of Membership. An individual’s term of membership shall be 3 of years from the date they become a member. Individuals are not limited in the number of times they may renew their membership.

ARTICLE V: BOARD OF DIRECTORS

Section 1. Number and Composition of Board Members. The number of directors shall be at least three, and no more than 11.

Section 2. Eligibility for Board Service. Only members shall be qualified to hold an elected or appointed position.

Section 3. Terms of Office and Term Limits. Except for the initial adjustments of shorter terms needed in order to create staggered terms, the term of office for directors shall be two years. The boards shall make provisions to stagger the terms of directors so that each year the terms of about one half of the directors shall expire. A director may be reelected without limitation on the number of terms s/he may serve.

Section 4. Removal. Any elected or appointed director may be removed, with or without cause, by a majority vote of the members at a membership meeting called by the board for that purpose. A director who has missed three consecutive board meetings, may be considered for removal by the board.

Section 5. Board Vacancies. Vacancies on the board shall be filled by a vote of the directors currently serving on the board. A member appointed to fill a vacancy shall serve until the next election.

Section 6. Powers and Duties of the Board. The board shall be responsible for managing the affairs of the association, and for assuring that members are informed of business that affects them through reasonable means of notification. The board must act in the best interest of the association but is not bound specifically to act according to the majority of Members attending a particular meeting. Elected and appointed directors have the same powers and responsibilities.

ARTICLE VI: OFFICERS

Section 1. Titles and Eligibility. The officers of this association shall be Chair, Vice Chair, Secretary and Treasurer. To be eligible to be an office, an individual must be a member of the Board.

Section 2. Terms of Office. Officers shall serve one year terms and may be reelected without limitation on the number of terms s/he may serve.

Section 3. Vacancy. A vacancy in any office shall be filled by a vote of the board not later than the first regular meeting of the board following the vacancy or as soon as possible. The board must delegate the duties of a vacant office to one or more directors until the position is filled.

Section 4. Duties of Board Officers.
a) Chair: The chair shall be the chief officer of the association and shall act as the chair of the board. The chair shall: prepare the agenda for board and membership meetings, preside at all board and membership meetings; represent the position of the board and the interests of the association; act as spokesperson for the association; and serve as the public contact for the association.
b) Vice Chair: The vice chair shall perform the duties of the chair in his/her absence and when requested.
c) Secretary: The secretary shall: record and maintain minutes of membership and board
meetings, assist the chair with the correspondence of the association; maintain the nonfinancial files of the association; provide notice of all membership and board meetings; authenticate the records of the corporation; maintain current and accurate board and membership lists; and send approved minutes to the neighborhood district coalition office.
d) Treasurer: The treasurer shall have overall responsibility for all the association's funds. The treasurer shall: maintain full and accurate accounts of all financial records of the corporation; and present financial reports as directed by the board.
e) Neighborhood Coalition Delegate: The neighborhood coalition delegate shall represent the association at all meetings of the neighborhood coalition board.

ARTICLE VII: COMMITTEES

Section 1. Establishment of Committees. The board may establish standing and ad hoc
committees as it deems necessary and desirable. Such committees may be advisory to the
board or may exercise the authority of the board. Upon establishment of any committee, the board shall identify the scope of the committee's authority and duties and the number of members and appoint the committee's membership.

Section 2. Advisory Committees. The board may establish advisory committees as standing or ad hoc committees. Members of the association are eligible to serve on these committees. The board appoints the committee members. Advisory committees are not required to comply with open meeting, notice, quorum, or public records requirements. Advisory committees may make recommendations to the board but cannot implement recommendations or projects without board approval.

Section 3. Committees with Board Authority. Any committee that exercises any of the
authority of the board shall be composed of two or more directors, elected by a vote of all
directors. All members of a committee with board authority shall be members of the association. Committees with board authority must abide by the requirements of the board regarding open meetings, notification, public records, and quorum.

Section 4. Limitations on Committees with Board Authority. Any committee action outside the approved guidelines shall be null and void. All decisions of a committee with board authority must be reviewed by the board at the next regular meeting. The board may reverse a committee's decisions in full or in part or may remand the decision back to the original committee by a majority vote.

ARTICLE VIII: MEETINGS

Section 1. General Membership Meetings
a) Annual Meeting: The annual meeting of the membership shall be held each year in the
month of October or on a date set by the board. The business of the annual meeting shall
include a report from the board on the state of the association, and the annual election of
directors to the board. Notice to members must be provided at least 7 days in advance or 30 to 60 days in advance if by other than first class mail or registered mail.
b) General Membership Meetings: Regular membership meetings will be held at least 10
times a year at a regular day and time set by the board. The membership shall advise the board of current concerns and possible actions. Notice of regular membership meetings to members and to the public must be at least 7 days in advance.
c) Special Membership Meetings: The board may call a special meeting of the membership. Notice of special membership meetings to members and to the public must be at least 7 days in advance.

Section 2. Board Meetings.
a) Regular Board Meetings: The board shall meet at least 10 times a year on the 2nd Monday of the month or a date set by the board to conduct business of the association. Notice of regular meetings of the board to the public must be at least 7 days in advance. Direct notice to the directors and individuals known to have an interest in topics on the meeting agenda must be provided at least one day in advance.
b) Special Board Meetings: The chair may call a special meeting of the board when the
timeliness of the regular meeting is insufficient to take action on particular issues. Notice of special meetings of the board to the public must be at least 7 days in advance and must identify the topics on the agenda. Direct notice to the board and individuals known to have an interest in the agenda topic(s) must be provided at least one day in advance. The board only can discuss and make decisions at special meetings on the topics on the agenda.
c) Emergency Board Meetings: The chair or a majority of the board may call an emergency meeting of the board when there is insufficient time to address timely business within the notice requirements of a regular or special meeting. Notice of an emergency meeting to all parties may not be less than 24 hours in advance. Direct notice to individuals known to have an interest in a particular agenda item must be provided.

Section 3. Quorum.
a) Membership Meeting: A quorum for a membership meeting constitutes attendance by 8 members, including at least 4 members not on the board.
b) Board of Directors Meeting: A quorum for a board meeting shall be a majority of the
number of directors in office immediately before the meeting begins.
c) Committee with Board Authority Meeting: A quorum for a meeting of a committee with board authority shall be a majority of the number of committee members immediately before the meeting begins. Advisory committees do not require a quorum to meet.

Section 4. Setting Meeting Agendas.
a) Board Meetings: Board meeting agendas shall be set by the steering committee.
b) Membership Meetings: Membership meeting agendas shall be set by the steering
committee.
c) Committee Meetings: Committee meeting agendas are set by the committee chair or
committee members.
d) Amending the Agenda: Members of the body that is meeting can amend the agenda at the beginning of the meeting.

Section 5. Calling a Meeting.
a) Board Meetings: Regular board meetings are established in section 2(a) of the bylaws or set by the board. The chair may call a special meeting.
b) Membership Meetings: Regular membership meetings are established in section 1(b) of the bylaws or by the board. The chair or board may call a special membership meeting.
c) Committee Meetings: Committee meetings are scheduled by the committee chair and/or the committee members.
d) Canceling a Meeting: Meetings can be cancelled by the same individual who (or body that) called the meeting.

Section 6. Deliberation and Decision Making.
Action is taken by a majority vote of those eligible to vote at a meeting. The procedures for deliberation and decision making shall be established by the Board.

ARTICLE IX: ELECTIONS

Section 1. Annual Election.

The members shall elect the directors at the annual election.
The annual election will be held at the annual meeting during the month of October.
The steering committee will assign the following tasks to one or more individuals or committees:
Confirm terms of office of current directors
Determine number of open director positions
In cooperation with the board, seek eligible candidates to run for open director positions
If not already established, develop a process for the election, including who will preside over the annual election, and submit it to the board for approval
Establish a process to determine, at the election, who is eligible to vote
Provide formal notice of the annual election. The notice should include:
- Date, time, place
- Number and type of open seats
- Process by which a Member can declare their interest in being a candidate for a board position
- Who is eligible to vote
- Process by which individuals can become a member and be eligible to vote
- Process at the election by which members will be asked to prove their member status and eligibility to vote
Prepare ballots and any other materials needed for the election

Section 2. Election of Offices. Board members shall meet after the annual meeting and vote to select from the already elected board members (directors) who will serve as Chair, Vice Chair, Secretary, Treasurer, SEUL Delegate.

Section 3. Voting Eligibility. Current members are eligible to vote in the annual election.

Section 4. Nomination Process.
a) Nomination and Election Committee: The board or steering committee shall create a
nomination committee, which shall:

Manage the nomination process
Prepare election ballots
Manage the election

b) Nomination from the Floor at the Annual Election. Time shall be provided at the annual meeting for members to nominate members from the floor to be added to the ballot. Nominations from the floor do not require a second. Individuals nominated from the floor must consent to be nominated.
c) No Write-in Votes: Votes for individuals written in on ballots who have not been nominated through the designated processes will not be counted.

Section 5. Voting Process. Voting at the annual election shall be by secret paper ballot, unless a member makes a motion from the floor—subsequently approved by a vote of members present—to dispense with paper ballots and instead to vote by a show of hands or by voice. If none of the open seats are contested, a member may make a motion
from the floor to adopt the full slate of candidates by acclamation. Election of an individual requires a majority vote of the members voting in the annual election. Members must be present to vote. Proxy voting and voting by mail are prohibited. Candidates do not need to be present to be elected.

ARTICLE X: GRIEVANCE PROCESS
Section 1. Other Forms of Conflict Resolution are Encouraged. All parties are encouraged to resolve disagreements and disputes through one-on-one dialogue, discussions with directors and members, and/or formal mediation whenever possible.

Section 2. Eligibility to Grieve. A person or group harmed as a result of a decision of this association may file a formal grievance if they believe the action taken by the association violated a provision of these bylaws, a formally adopted policy of the association, or the ONI Standards.

Section 3. Filing a Grievance. Grievances must be submitted, in writing, to the
association chair and/or secretary, within 45 business days of the alleged
violation. A grievance must identify the date of the action being grieved and the
provision of the association’s bylaws or the ONI Standards which allegedly were
violated, describe how the provision was violated and how the grievant was harmed
by this action, and identify the remedy the grievant is seeking.

Section 4. Initial Review and Response. The board or the board’s designee will
review the proposed grievance and determine whether it meets criteria for a
grievance as defined in this article. If the proposed grievance is found not to meet the
criteria, the board or its designee will inform the grievant in writing of this
determination and the reasons for the determination. If the proposed grievance is
found to meet the criteria, the review process continues.

Section 5. Grievance Committee. If the process continues, as per Section 4, the
board, or a committee designated by the board, shall offer the grievant an opportunity
to present information relevant to the grievance and shall gather other relevant
information. The body carrying out the review will develop its findings and
recommendations and submit them to the board.

Section 6. Board Action. The board shall consider the findings and
recommendations and render a decision on the grievance. The board shall notify the
grievant of the board’s decision, in writing, within 60 calendar days from the receipt of
the grievance.

ARTICLE XI: INDEMNITY
This corporation will indemnify to the fullest extent not prohibited by laws any person
who is made, or threatened to be made, a party to an action, suit, or other
proceeding, by reason of the fact that the person is or was a director, officer,
volunteer, or agent of the corporation.

ARTICLE XII: CONFLICT OF INTEREST
To protect the integrity of the association’s decisionmaking processes, Directors 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 director will not be present
for or participate in any board discussion of or vote on the transaction or decision.

ARTICLE XIII: AMENDMENT OF BYLAWS
All amendments to these bylaws must be proposed in writing. Amendments may be
proposed by the board or by a petition signed by 5 members and
presented to any board officer. The board shall submit proposed amendments to the members for a reading at a general meeting. The board shall schedule a vote on the adoption of the amendment(s) at a subsequent meeting.

Section 1. Notice. 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 30 days before the general meeting at which the amendment(s) will be voted on. The notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the bylaws and shall contain a copy of the proposed amendment(s).

Section 2. Adoption. Adoption and amendment of these bylaws shall require a two-thirds (2/3) vote by the members present at a general membership meeting.

ARTICLE XIII: ONI STANDARDS
The association, in all its activities, shall comply with the requirements of the Office of Neighborhood Involvement Standards for neighborhood associations.

Adopted by a vote of the MNA General Membership on July 13, 2015, after approval by the MNA board on June 8, 2015.

These bylaws replace the previous bylaws adopted on April 9, 2012.

MNA @ ONI