NOTE: This is an old revision of the bylaws.
BYLAWS of the ELIOT NEIGHBORHOOD ASSOCIATION (4/28/1999)
ARTICLE I: Name, Location, and Boundaries
Section 1: Name. The name of the organization shall be the Eliot Neighborhood Association, hereinafter referred as ENDA.
Section 2: Location. The registered office of ENDA shall be located at an address within the boundaries of the area known as Eliot neighborhood as defined in Article I, Section 3 of these Bylaws, decided upon by the Board of Directors, hereinafter referred to as the Board of ENDA.
Section 3: Boundaries. The boundaries of the Eliot Neighborhood shall be on the west: the mid-line of NE Broadway Street; on the east: the mid-line of NE 7th Avenue; and on the north: starting where the mid-line of the Willamette River intersects the mid-line of the Fremont Bridge and heading NE along the mid-line of the bridge, then following the mid-line of the Kirby Street ramp. And then following an arc from where the Kirby Street ramp mid-line intersects and imaginary line extension of the north side of N Cook Street to where the arc meets with the intersections of the mid-line of NE Fremont Street and N Vancouver Avenue.
ARTICLE II: Purpose
The primary purpose of ENDA is to educate Eliot citizens about issues affecting the livability and quality of Eliot through meetings, newsletters and other activities (1) that provide Eliot citizens with information concerning formulation and execution of plans by various entities (governmental, social, and private); and (2) that provide a means for input of the needs, desires and ideas of community members to various entities. The educational activities of ENDA will be in regard to the following goals:
a. To aid, assist, foster, and promote projects, programs, and other activities to combat community deterioration, both independently and in coordination and cooperation with government and civic bodies.
b. To secure adequate housing, community facilities, and other related facilities, services, and conditions, economic and otherwise that are conducive to the general welfare of the community.
c. To create avenues of communication between the members of Eliot and the public and private entities serving the area.
d. To bring about maximum exposure of ideas and plans that are formulated for the Eliot area and to provide opportunities for the members to influence them.
e. To check the deterioration of the neighborhood, and to encourage community pride by stimulating involvement of everyone in Eliot in neighborhood improvement programs and projects.
f. To inform residents, businesses, and organizations in Eliot of the objective and programs of the associations and to encourage participation in ENDA efforts and activities.
g. To encourage, preserve, and enhance the aesthetic and cultural values and diversity of the neighborhood.
h. To encourage and assist groups and organizations within Eliot that strive to improve the general welfare of the community.
i. To encourage educational and cultural opportunities for children and adults.
j. To create employment opportunities for the people living in Eliot.
k. To achieve a better environment, better physical accommodations, and an improved quality of urban life.
ARTICLE III: Policies
Section 1: Endorsements. ENDA is a non-commercial, non-sectarian, non-profit and non-partisan organization. No commercial enterprise and no political candidate shall be endorsed by ENDA. The name of ENDA and the names of its Board members in their official capacity shall not be used in connection with a commercial concern, or with any partisan interest, or for any purpose other than the regular work of ENDA.
Section 2: Dissolution. If at some time in the future ENDA in unable to carry out its mission and purpose, the dissolution of ENDA and winding up of its affairs, the Board of Directors shall designate one or more organizations, organized as tax-exempt entities as descried below, to take over the affairs and assets of the ENDA. The Board of directors shall give preference to organizations which are organized and operated for purpose similar to the purpose of ENDA, and ENDA’s affairs and assets shall be distributed to such organizations or organizations, in such proportions as the Board of Directors shall determine, such that the spirit of ENDA is carried forward for the benefit of its membership
“Tax-Exempt Organizations” are here defined to be within the meaning of Section 501c3 of the Internal Revenue Code of 1954 as amended, which organizations are being operated exclusively for one or more tax-exempt purpose within the meaning of, and which otherwise qualify under, the provisions of said Sections 501c3 and the regulations pertaining thereto as said section and regulations are amended from time to time.
Section 3: Housing. ENDA will protect existing housing and encourage construction of additional housing and upgrades where possible.
Section 4: Business and Jobs. ENDA will support new and existing business, seeking to maintain the neighborhood’s inventory of jobs, with no reductions in the neighborhood’s net inventory of residentially zoned land.
Section 5: Environment. ENDA will protect and enhance the physical environment of the neighborhood.
Section 6: Mediation. ENDA will employ conciliation and mediation techniques to resolve conflicts in the neighborhood, in situations in which the association is involved.
Section 7: Nondiscrimination. ENDA will 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: General Membership
Section 1: The general policies and philosophy of ENDA shall be determined by the general membership.
Section 2: Members. Any interested person may attend meetings of ENDA. At General and Special Meetings voting shall be restricted to members. Members are those persons over 14 years of age who live, own property, have a business license, or represent a non-profit organization within the Eliot neighborhood (As defined in Article I, Section 3) Each business and non-profit organization shall be allowed one (1) vote and each voting member in attendance may cast one ballot on each issue presented for adoption. The majority vote shall rule in all ballots unless a greater proportion is required by statute, these bylaws, or the Articles of Incorporation.
Section 3: Quorum. The number of members present at any ENDA. General or Special Meeting shall constitute a quorum at the meeting.
Section 4. General Meetings. General meetings are meetings of the members of ENDA and shall be held at least twice a year as the annual meeting and the mid-year meeting. The time and place of other General meetings shall be set by the Board.
a. Annual Meeting. The annual meeting of ENDA shall be held in the third week of October unless otherwise determined by the Board by two-thirds of the votes cast. The annual elections of the Directors of the Board, a report by the Chair or Co-Chair on the activities of ENDA for the previous year, and a report by the Treasurer of the financial state of ENDA shall occur at this meeting.
b. Mid-year Meeting. The mid-year meeting shall be held in the third week of April unless otherwise determined by the Board by two-thirds (2/3) of votes cast.
c. Notice. Notice of all General meetings shall be announced to the members of ENDA at least (7) days in advance, or shall be mailed between 30 and 60 days if not mailed by first class
d. Mailing List. ENDA shall maintain a mailing list of members and interested parties and shall provide a convenient method for this list. The mailing list shall be used to notify members of General meetings.
Section 6: Proxies and Absentee Ballots: Proxies and absentee ballots are prohibited at all general, special, board and committee meetings of ENDA.
ARTICLE V: Board of Directors and Officers
Section 1: Duties of Directors. The duties of the Board of Directors shall be:
A. To transact necessary business in the intervals between General Meetings and other business that is referred to it by the organizations:
B. To create standing and ad hoc committees as the need arise and approve the plans and work of these committees.
C. To inform the membership of the activities of the Board by reporting at the General Meetings and through other means as they are available.
Section 2: Powers. The Board shall have general direction and control of ENDA and in intervals between General Meetings shall have all the powers ordinarily vested in the membership.
Section 3: Number, Terms, Elections of Directors. The board shall consist of no more the twenty (20) Directors elected annually during the fourth quarter of each year by the membership. The term of a director shall be one (1) year or until the Director’s successor is elected. No Director may serve more than ten (10) consecutive terms. Any ENDA voting member is eligible to sit on the Board or hold office in the organization. Membership on the board shall be no more than 25% nonresidents, with the board elected January 25, 1992 exempted. Elections of Board members shall take place at a General Meeting. A slate of candidates can be presented by motion and second. Nominations can be taken from the floor by motion and second. ENDA voting members will be able to vote for up to twenty (20) directors from the candidate presented by voice or written ballots.
Section 4: Officers.
A. The Officers of the Board shall also serve as officers of the organization and shall consist of: Chairperson, Vice-Chair person, Recorder, Newsletter Editor, and Treasurer. The Board of Directors will elect officers at their first meeting following the general election. The term of an officer shall be one year or until the officer’s successor is elected. No officer may hold the same position for more than three (3) years.
B. The Board of Directors may elect two Co-Chairs for the office of Chairperson and they shall meet the following criteria:
1. The two Co-Chairs have a successful history of working together on neighborhood projects in the City of Portland.
2. The Co-Chairs must be elected by a majority vote of board members present.
Section 5: Duties of Officers. The duties of the Officers shall be as follows:
A. The Chairperson or one Co-Chair shall preside at all meetings of the organization and the Board and shall perform such other duties as prescribed in these by-laws or assigned by the organization.
B. The Vice-Chairperson, in a the absence of the Chairperson, shall assume the duties of the Chairperson and other duties as are assigned by the organization.
C. The Recorder shall prepare and maintain records of all ENDA General, Special, and Board Meetings and shall perform such other duties as may be assigned by the organization.
D. The Newsletter Editor shall be responsible for the preparation of the ENDA newsletter and shall perform such other duties as may be assigned by the organization.
E. The Treasurer shall: 1) receive all funds; 2) keep an accurate record of receipts and expenditures and; 3) pay out funds only as authorized by the Board or a committee appointed by the Board with authority to approve expenditures. The Treasurer shall present a report to the Board on a quarterly basis, and at other times when requested, and shall present an annual report to the organization. The books of the Treasurer shall be open for examination to any member of the Board upon reasonable notice to the Treasurer.
Section 6: Board Meetings. The ENDA Board shall meet no fewer than six (6) times per year. The time and place of the meeting shall be sent by the Chairperson. Board members shall be notified of the meetings no less than three (3) days in advance. Special Meetings of the Board may be called by the Chairperson or both Co-Chairs, a majority of the officers or by a majority vote of the Board members present at any regularly scheduled Board meeting. Directors shall be notified of Special Board Meetings at least two (2) days in advance.
Section 7: Quorum and Majority Vote. A Majority of the number of Directors in office shall constitute a quorum at any Board meeting. A majority of votes cast by Directors at any meeting which has a quorum shall constitute the acts of the ENDA Board.
Section 8: Director Voting. Each Director shall be able to cast one (1) ballot on each issue that is presented for adoption. Business and Non-profit organizations shall inform the Recording Secretary in writing of the name of the person who shall exercise their voting privilege. Voting shall be by roll call vote.
Section 9: Vacancy. A vacancy on the Board may be filled by a majority vote of the Directors for the remainder of the term. A vacancy shall exist when: 1) a Director is absent from three (3) consecutive Board meetings or 50% of the Board meetings between the annual and mid-year general meetings; 2) a Director tenders a written notification of resignation; 3) a Director is removed from office by the membership; 4) a director is disqualified to hold office under these bylaws. Items 1 and 4 of these sections require a board vote on the creation of these vacancies per ORS 65.321(9).
Section 10: Removal. A Director may be removed for cause by the membership at a General or Special Meeting by a 2/3 vote of the members present at such a meeting. The membership shall be notified of the proposed action fourteen (14) days in advance and the Director shall be notified in writing of all charges fourteen (14) days in advance.
ARTICLE VI: Committee and Representatives
Section 1: Standing and Ad Hoc Committees. The ENDA Board shall form standing an Ad Hoc Committees to address issues of concern to the neighborhood. The type, duties, powers of actions, and period of existence of each committee shall be established by the Board at the time the committee is formed. The term of the Chairs of the Standing Committees shall be one year and no person may hold the position for more than three (3) consecutive years with the count starting January 1, 1992. Membership on all committees shall be no more the 25% nonresidents, with 1992 committees exempted.
Section 2: Executive Committee. The officers of the organization shall comprise the Executive Committee. The Executive Committee shall be authorized to make time critical decisions in the interval between Board meetings. All decisions shall be reviewed and confirmed at the following Board meeting. The Executive Committee shall be annually authorized to make expenditures up to a limit set by the Board.
Section 3: Quorum and Voting. The quorum for Standing Committees shall be majority of sitting committee members. For Standing Committees a majority vote of the committee members present shall constitute a valid act.
Section 4: Representatives of ENDA. Members of ENDA elected to represent ENDA to other bodies shall report to the Board on at least quarterly basis. The term of all representatives shall be one year.
ARTICLE VII: Fiscal Affairs
Section 1: Dues, Funding. ENDA will not charge dues as a requirement for membership. From time to time the Board may ask for contributions from the membership. The Board may also seek out funding from businesses, grants, government and other sources. Activities specifically geared to fund raising may be held at the discretion of the Board.
Section 2: Contracts. The ENDA Board may from time to time contract for a consultant to carry out the business of the organization. Contracts for other services and goods may be entered into by the Board. No contract shall be entered into unless the funding is fully secured prior to the commencement date.
Section 3: Audits. The Treasurer’s accounts shall be examined at the Board’s request by an Auditing Committee of not less than three (3) Directors. The Auditing Committee shall, at the completion of their examination, verify the accuracy of the Treasurer’s records. The Auditing Committee shall be appointed by the Board not less the two (2) weeks prior to the date the report will be rendered to the Board.
ARTICLE VIII: Parliamentary Authority
Roberts Rules of Order, current edition, shall be used as a guideline for the conduct of all ENDA Meetings.
ARTICLE IX: Amendment and Adoption
Adoption of and amendments to these by-laws shall require a two thirds (2/3) vote of the membership present at a General Meeting.
ARTICLE X Grievance Procedure
Section 1. A Person or Group Adversely Affected. A person or group adversely affected by a decision or policy of ENDA may submit a complaint. The complainant shall state in writing the action that occurred to bring about the complaint, the decision or policy involved, the adverse effect, and a proposed amiable solution.
Section 2. Receipt of Complaint. Any member(s) of the board receiving the complaint shall bring the matter to the attention of the Chair or the Executive Committee and the matter shall be placed on the agenda of the next regular or special board meeting. An ad hoc grievance committee of three (3) ENDA members shall be appointed by the board of ENDA. Each side shall choose one member. The third member shall be agreeable to both sides and shall be the Chair of the committee.
Section 3. Grievance Committee. Within seven (7) days of appointment of the committee, the committee shall arrange with the petitioner a mutually acceptable place, day and hour for review of the complaint, and shall submit in writing a report of its recommendation and/or action to the complainant, and to board members three (3) days before the next regular or special board meeting.
Section 4. Board Resolution. Upon receipt of the report, the Chair or Co-Chairs or Executive Committee shall place the matter on the agenda of the next regular or special board meeting. The board shall attempt to resolve the issue through a majority vote of directors present. The resolution becomes final if the complainant accepts in writing the action of the board, or the complainant does not submit a petition for final resolution that meets the requirements of Section 5 of this Article.
Section 5. Final Resolution. If the Board cannot resolve the issue to the complainant’s satisfaction at two (2) consecutive regular or special board meetings, the complainant may petition the Board for a vote by the general membership. The petition must summarize the issue as outlined in section 1 of this Article, be submitted within thirty (30) days of the Board’s resolution of Section 4, and contain fifty (50) valid signatures of ENDA members as defined in these bylaws. A vote on the petition will occur at the next regular General Meeting. If the complainant requests a special general membership meeting, all notification and informative cost shall be paid by the complainant. Approval of the petition shall require a two thirds (2/3) vote of the membership present at the General or Special Meeting and the decision shall be final.
Revised July7, 1992 by the General Membership
Amended October 26, 1993 the General Membership
Amended October 24, 1996 by the General Membership
Amended April 28, 1999 by the General Membership.