Larkspur Bylaws (adopted 5/19/05)

Larkspur Neighborhood Association Constitutional/Bylaws

Constitution/Bylaws
of the
Neighborhood Association

ARTICLE I: NAME AND BOUNDARIES

Section 1: The name of the organization shall be the Larkspur Neighborhood Association (LNA).
Section 2: The LNA encompasses a region generally defined as: north of  Reed Market Rd.,
east of the Parkway, west of the Urban Growth Boundary (just east of 27th St.) and south of Franklin (from the Parkway to 13th), then south of Hwy 20 (from 13th to the UGB).

ARTICLE 2: PURPOSE

The purposes for which LNA is organized are:
(a) To maintain, protect and enhance the livability and sense of community of the
Neighborhood, without suppressing the rights of individuals to express and promote divergent or contrary views.
(b) To maintain an open line of communication and liaison among the Neighborhood, the
City of Bend, other participating agencies, and other neighborhoods.
(c) To provide an open process by which all members of the Neighborhood may involve
themselves in the affairs of the Neighborhood.
(d) To facilitate the exchange of information among Neighborhood citizens.
(e) To be organized exclusively for educational, social and charitable purposes.
(f) The association is organized exclusively for charitable, educational, religious, or scientific purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code.

ARTICLE 3: MEMBERSHIP

Section 1: Membership is open to any person, 18 years of age or older, who has resided in the neighborhood for at least 30 days. Any person or legal entity owning real
property, leasing or renting real property, operating a business, government agency or non-profit organization, within the boundaries of the LNA, shall be accepted as a member of the LNA upon written request. Such non-resident members shall designate, in writing, a single designated representative.

Section 2: To be a member, a person must meet the qualifications of Section 1 and have submitted a membership application. Approval of membership applications requires a waiting period of five (5) days. After approval, each member shall have one vote in general meetings or special membership meetings.

ARTICLE 4: DUES

Charging of dues or membership fees shall be prohibited, but voluntary contributions and fundraising activities are encouraged.

ARTICLE 5:  FINANCE, TRUST, OBLIGATIONS & CONTRACTS

The Larkspur Neighborhood Association shall be required to handle Finance, Trust, Obligations and Trust as Follows:

Section 1:  The Board of Directors shall establish an account in an insured Financial Institution for the purpose of protecting any funds obtained to operate and maintain the financial requirements of the Larkspur Neighborhood Association (LNA). These funds will be held in Trust and used to fund the business operations and events as set forth by the accepted vote of the Board of Directors or when necessary, by a simple majority vote of the eligible members at a regular meeting when placed as part of the agenda. Three designated Board members as voted by a majority of the Board of Directors shall administer any funds that are required to be used for payment of Obligation or Contract. Any financial instrument such as check, money order or draft must require at least two of the three Board Members signatures, and any cash monies will require the signature of all three designated Board members.

Section 2:  The Treasurer will audit all funds, accounts and property of the LNA and a monthly report will be issued to the Board of Directors of their condition. All documents will be available for review by the general public, LNA or government agency at anytime reasonably requested, and will be readily available for review at any general meeting. Copies of these audits will also be submitted to the LNA.

Section 3:  All funds, accounts and properties will be kept in accordance with Federal, State and local laws and regulations, based on filed tax status, charters, and established by-laws. The Board of Directors will by best effort maintain the integrity of these funds under the guidance of the LNA and by the needs of the general membership.

Section 4:  The Board of Directors will administer Obligations and/or Contracts on behalf of the general membership of the LNA as per Section 1. Any payment to Board members will be to reimburse for the costs incurred by them by receipt only for expenditures as authorized by a majority vote by Board of Directors. At no time will any fee, lien or salary be issued to or by any Board member against the established Trust of the LNA.     

Section 5:  Upon dissolution of the association, the Board of Trustees shall, after paying or making provisions for the payment of all liabilities of the association, dispose of all the assets of the organization exclusively for the purposes of the association in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 510 (c)(3) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue Law), as the Board of Trustees shall determine.  Any such assets not so disposed of shall by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE 6: MEETINGS

Section 1: There shall be at least two general membership meetings yearly. The
meetings shall be convened in the fall and spring and upon any day decided by majority
vote of the Board. Notification shall be by posted or published notices, E-mail, telephone
or other reasonable methods apt to reach a majority of the members and potential members within the neighborhood association’s boundaries. Notification for general meetings shall require fourteen (14) days advance notice.

Section 2: A special meeting may be called by the Chairman, and/or majority vote of the
Board. Notification shall be by the methods listed in Section 1 and be made at least
seven (7) days prior to the meeting.

Section 3: Working with the Board, the Chairman shall prepare the agenda for general
and special meetings of the membership. Any member may add an item to the agenda by
submitting the item in writing to the Board at least seven (7) days in advance of the
meeting and gaining approval of the majority of the Board, or by making a motion at the
meeting. Adoption of a motion to add an agenda item requires a second and a majority
vote of the members.

Section 4: A quorum for any general or special meeting shall be a minimum of ten (10)
members in attendance. Unless otherwise specified in these bylaws, decisions shall be
made by a majority vote of the members present.

Section 5: Any general, special, Board or committee meeting is open to any person.
Only members are eligible to vote. Any Board meeting is open to any person; only the Board members are eligible to vote. All actions or recommendations, including minority
reports, of the general or special meetings shall be recorded in the minutes and
communicated to all affected parties.

Section 6: Robert’s Rules of Order (Revised) shall be followed in all areas not covered
by these bylaws.

 

ARTICLE 7: BOARD OF DIRECTORS AND OFFICERS

Section 1: The Board shall consist of no more than nine (9) members; no less than five (5) members. Of these members one will be voted Chair and one voted Vice Chair by the membership. The remaining will be board members at large.  Enactment requires a majority vote of the members at a general membership meeting.

Section 2:  Terms of office are staggered. Initial appointments for one (1) and two (2) year terms will be determined by the Board in order to create staggered terms.  Upon expiration of initial terms of office, elections would be for two (2) year terms.

Section 3:  Only members shall be eligible to hold elected or appointed positions.  Only one non-resident member will be allowed on the Board at one time.

Section 4:  The Board may fill any vacancy on the Board or committee by majority vote of the Board. A member appointed to fill a vacancy shall serve the remainder of the unexpired term until his or her successor is elected or appointed at the next general meeting.  A vacancy may arise by resignation of a Board member or, at discretion of the Board, removal of a Board member because of lack of significant participation in three (3) consecutive meetings.

Section 5:  Board members shall be elected by a vote of the membership at the general meetings.  Names of candidates for the Board, and for Chair and Vice Chair, shall be placed in nomination by a nominating committee or by any member of the neighborhood association.  Election requires a majority vote of the members present.
 
Section 6:  The Chair, Vice Chair and other members of the Board shall meet after the general meeting and, by majority vote of the Board members present, elect a Secretary and Treasurer from among the Board members. The remaining Board members shall be members-at-large or as defined by the Board.

Section 7:  The Board shall have following responsibilities and powers:

a. Manage the daily affairs of the neighborhood association.

b.   Make decisions and represent the interests of the neighborhood association on all matters for which it is impractical to present to the membership in advance. All such actions shall be reported to the membership at the next regular meeting.

 c. Appoint committees to perform necessary functions and represent the neighborhood association on specified topics.

d. Establish a plan for maintaining and encouraging involvement in the neighborhood association and neighborhood plan.

Section 8: The Board Officers shall have the following duties:

a. The Chair shall preside at all board meetings and all membership
meetings and shall perform such duties as the Board and the membership authorize from time to time. The Chair shall represent the position of the Board and the interests of the neighborhood association.

b. The Vice Chair shall perform the duties of the Chair in the Chair’s
absence and as authorized by the bylaws or regulations of the Board. The Vice Chair will also be responsible for membership applications

c.   The Secretary shall record and maintain minutes of Membership and Board meetings, assist the Chair with correspondence and maintain the non-financial files of the neighborhood association. The Secretary will maintain a list of Board  members and committee members and their terms.

d. The Treasurer shall have charge of all funds belonging to the neighborhood and shall receive, deposit and disburse funds for the neighborhood association in a bank(s) or financial institution(s) in such manner as designated by the Board. The Treasurer shall make financial as reports directed by the Board.

Section 9: Regular board meetings are held once a month and are facilitated by the Chair. Special Board meetings may be called by the Chair by giving notice to each Board member of the time, place, and items to be discussed or acted upon at least three (3) calendar days before the special meeting. A special meeting shall not be called unless insufficient time is available to consider a pertinent matter at the regular Board meeting.  A quorum consists of a majority of the currently elected Board members.   The Board shall be notified not less than three (3) days preceding any board meetings; Notification shall be by mail, email or telephone to all board members and any media apt to reach a majority of the membership.
10. Any Board Member may be removed from office by an affirmative vote of two thirds of the members of the association present at the meeting. A notice shall specify the reason for the proposed removal.
ARTICLE 8:  COMMITTEES:
The Board may appoint standing committees and ad-hoc committees.  Committees shall make recommendations to the Board for Board action.  Committees shall not have the power to act on behalf of the organization without specific authorization from the Board.  
ARTICLE 9:  CONFLICT OF INTEREST
Section 1:  A conflict of interest exists whenever the Board member holds a personal financial interest, which will be impacted by an action or inaction by the association on a proposal before the membership or the Board.  Also included are present or planned financial transactions between the Board member and the association, or between the Board member and any property owner  whose property’s use control is being  reviewed by the association.
Section 2: Whenever a Board member determines that he or she has a conflict of interest relating to an item under discussion, the Board member must announce to the meeting that a conflict of interest exists.
Section 3:  A transaction in which a Board member may have a direct or indirect conflict of interest may be approved by a vote of the Board if in advance of the vote by the Board all material facts of the transaction and the Board member’s interest are disclosed to the Board. A conflict of interest transaction is considered ratified if it receives the affirmative vote of the majority of the Board members who have no direct or indirect interest in the transaction. A transaction may not be authorized by single Board member. If a majority of the Board members who have no direct or indirect interest in the transaction votes to authorize, approve or ratify a transaction, a quorum, must be present for the purpose of taking action. The presence of, or vote cast by a Board Member with a direct or indirect interest in the transaction does not affect the validity of the action taken by the Board. The Board member with the direct or indirect conflict of interest may elect to abstain from voting on the transaction.

ARTICLE 10: GRIEVANCE PROCEDURES
Section 1:  Any person or group who objects to a decision or policy or believes they are adversely affected by a decision or policy of the neighborhood association may file a complaint in writing with the Board. The complaining party shall be known as the "petitioner”.
Section 2:  Within seven (7) days of receipt of the complaint, the Board shall arrange with the petitioner for a mutually acceptable time and place for a review of the complaint, and will, in writing, within thirty (30) days, recommend a resolution of the grievance.
Section 3:  If the Board and petitioner cannot reach agreement, attempt shall be made to resolve the complaint through mediation.  If mediation fails to reach agreement, final resolution of the complaint shall be by majority vote of the membership at a general or special meeting.
ARTICLE 11:  INDEMNIFICATION  
 The association shall indemnify a Board member or officer who may be a party to a proceeding as a result of the individual being or having been a Board member or officer to the fullest extent provided by the laws of the State of Oregon now in effect or later amended.
ARTICLE 12:  CONSIDERATION OF PROPOSALS
Section 1:  Any person or group, inside or outside the boundaries of the neighborhood association may propose in writing items for consideration and/or recommendation to the Board. The Board shall decide whether proposed items will be heard and if so, which meeting is most appropriate for the item to be heard.
Section 2:  The proposer and members directly affected by such proposal shall be notified in writing of the time and place the proposal shall be reviewed not less than seven (7) days in advance.
Section 3:  The proposer and any other persons may attend this meeting to make presentations, answer questions, and offer comments on the proposal.
Section 4:  The association shall submit recommendations and dissenting views of the relevant meetings to the proponent, other affected parties, and the Office of Neighborhood Associations.
ARTICLE 13:  PUBLIC MEETINGS/PUBLIC RECORDS REQUIREMENT:
The neighborhood association shall abide by all Oregon statutes relative to public meetings and public records.  Official action(s) taken by the association must be on record as part of the minutes of each meeting.  The minutes shall include a record of attendance and the results of any vote(s) taken.  A summary of discussion, including dissenting views, should be transmitted along with any recommendations to the Office of Neighborhood Associations.
ARTICLE 14:  NONDISCRIMINATION:
The neighborhood association shall not discriminate against individuals or groups on the basis of race, religion, color, gender, sexual orientation, familial status, age, disability, national origin, income, or political affiliation in any of its policies, recommendations or actions.
ARTICLE 15:  ADOPTION AND AMENDMENT OF BYLAWS:
Adoption of these bylaws shall require a two-thirds (2/3) vote of an association organizing committee acting under the auspices of the Office of Neighborhood Associations.
All amendments to these bylaws must be proposed in writing and submitted to members along with notification fourteen (14) days in advance for the general or special meeting to consider and vote on their adoption.  Adoption of any amendments to these by1aws shall require a two-thirds (2/3) vote of the members present at this meeting.