Arbor Lodge Neighborhood Association

BYLAWS

Adopted by the Membership

November 20, 2008

The name of this organization shall be the Arbor Lodge Neighborhood Association (ALNA).

Located in North Portland, Oregon, ALNA’s geographic boundaries are Interstate 5 to the East, the

North side of Ainsworth to the South, Chautauqua to the West and the South side of Lombard to the

North.

To promote Arbor Lodge’s livability by providing information, promoting communication and

engaging in activities between neighbors and all others interested in the general welfare of the

neighborhood.

Consistent with federal, state and local laws, as well as with the spirit of the neighborhood, the ALNA

does not discriminate against individuals or groups on the basis of ability, age, citizenship, color,

ethnicity, gender identity, income, marital status, national origin, political affiliation, race, religion, sex

or sexual orientation in any of its policies, recommendations or actions.

Elections

A. Timing: Elections for the Board of Directors shall be held during the Annual Membership

Meeting in a month to be determined by the Board from time to time.

B. Eligibility: Only ALNA members can stand for an elected post.

C. Advertisement: No Candidate may utilize portions of the ALNA’s funds to promote

themselves or others for an ALNA elected office. The ALNA’s funds may be used to

provide notice to members of Candidates, the position they seek, and their individual

contact information. Candidates may request access to the ALNA’s electronic database to

communicate with members during the campaign period.

D. Nomination and Election Process: Members who would like to be elected to any open

position on the Board of Directors must declare their candidacy, and the position for which

they are running, no later than the meeting immediately preceding the Annual Meeting.

Members must be nominated by another member. Following the meeting, the Board will

make the list of candidates, the positions they are seeking, and contact information for

each candidate, available to the membership. Candidates will be presented for elections, in

a procedure determined by the Board, at the Annual Meeting. No nominations will be

accepted from the floor. Paper ballots will be provided for any contested position.

E. Terms: Terms for all Board Members last for one year. There are no term limitations for

any positions within the Board.

F. Compensation: Serving on the Board is a voluntary endeavor. No financial or otherwise

discernable compensation may be provided as consideration for Board service.

G. Responsibilities of the Board of Directors: In all activities, the Board must adhere to the

letter and the spirit of the Bylaws. The Board is responsible for managing the day-to-day

affairs of the Association, establishing and overseeing committees, the adoption of

policies, promoting communication to ALNA members, and encouraging ALNA member

involvement.

Officers

A. Chairperson: The Chairperson shall be the principle executive officer of the ALNA and,

shall in general, supervise all of the ALNA’s business and affairs and shall perform such

other duties as may be prescribed by the Board. Specifically, the Chairperson shall 1)

prepare the agendas for, and chair, all meetings of the Board and Membership; 2) sign

appropriate correspondence for membership or board approved business of the ALNA; 3)

sign contracts approved by the membership; 4) the Chair shall approve all expenditures of

ALNA funds and sign checks as determined by Board policy; 5) appoint the chairs of all

committees; and 6) appoint Board Members and Officers to fill elected positions that have

been vacated.

B. Vice-Chair: In the event of the Chair’s inability to act on behalf of the ALNA, the Vice-

Chair shall assume all powers and responsibilities of the Chair as described above.

C. Treasurer: The Treasurer shall: 1) make deposits and disbursements according to

procedure determined by Board policy; 2) keep accurate and complete financial record;

and 3) provide an accurate accounting of the fiscal activity upon demand; and 4) be the

primary signatory on all checks.

D. Secretary: The Secretary shall: 1) record and maintain the minutes and all other written

records of all Board and Membership meetings; and 2) maintain records of Membership

and Board meeting attendance and all votes taken at said meetings.

E. Directors At-Large: The Board shall have a maximum of eight At-Large Board Directors.

The Directors shall participate in the leadership of the ALNA by: 1) attending Board and

Membership meetings; 2) chairing committees; and 3) reaching out to neighbors to foster

Membership participation and growth.

F. Resignation: Board Members may resign at any time by providing written notice to the

Chairperson or, in the event that the Chairperson seeks to resign, to the Vice-Chairperson.

G. Removal: Any Board Member or Officer may be considered for removal from office at

any time for any reason. A Board Member may be removed by a three-fourths vote by the

Members at a Membership Meeting. Seven days advance notice is required for a meeting

at which such an activity will occur.

H. Vacancies: The Board Chair may make appointments to fill vacant Director or Officer

vacancies. Any appointments shall be confirmed by the membership at the next convened

membership meeting.

I. All board members and officers shall assume and execute their duties in accordance with

ORS Chapter 65, and the policies of the ALNA.

Board of Directors Meetings

A. Frequency: There shall be at least four Board meetings in each calendar year. Board

meetings shall be called by the Chairperson.

B. Location: All ALNA Board meetings should be held within the boundaries of Arbor

Lodge. Meetings outside Arbor Lodge neighborhood should be as close to the

neighborhood as is reasonable.

C. Notice: At least seven calendar-days notice of Board meetings shall be provided to

Directors in a manner that is consistent with ORS Chapter 65 including, but not limited to,

written, electronic and telephonic communications. Notice for such meetings shall state

the date, time and location for the meeting.

D. Quorum: A quorum shall be 50% of the filled elected Board positions. If a quorum is not

present, no votes can be taken.

E. Agenda: The ALNA’s Chairperson shall prepare the agenda for Board meetings.

F. Special Meetings: In cases that are determined by the Chairperson to be reasonably

urgent, at least twenty-four hours notice for a Board Meeting is necessary. Electronic

and/or telephonic notification is sufficient; documentation of notice shall be attached to

the minutes. Notification must include date, time and place of meeting as well as the

agenda for the meeting. The meeting location will be selected consistent with Section B.

above.

G. Director-called Meetings: Any three Board members may file written notice to the Chair

that they intend to call a Board meeting. Notice to the Chair must be at least seven days in

advance of the meeting. The notice to the Chair and to the Board must include date, time,

location and agenda for the meeting. The Vice Chair, or if the Vice Chair is unavailable,

another officer shall preside over the meeting.

A. General: No ALNA funds, gains, profits or dividends may accumulate for the personal

benefit of any member of ALNA, its Board Members or Officers, or be distributed to any

of them for their personal use.

B. Budget: The Board shall prepare an annual budget of estimated revenues and expenses for

presentation, review and adoption by the Membership in time for implementation on the

first day of the fiscal year as identified by the membership.

C. Expenses: Amounts equal to or less than that need to be expended for approved annual

budget items may be disbursed in accordance with the Bylaws or Membership-adopted

policies without further approval of the Membership. All other expense items or those

exceeding the approved budgeted amounts shall be submitted to the ALNA Membership

for approval.

D. Disbursements: All disbursements of ALNA funds shall be by check requiring two

signatures; one of which shall be the Treasurer and the other an Officer of the Board with

signing authority.

A. In the event of the dissolution of ALNA, it shall pay all of its outstanding liabilities and

actively seek satisfaction of its outstanding receivables. Once resolved, any remaining assets shall be

distributed to an organization with comparable nonprofit status and mission.

B. The membership is encouraged to make this decision, but the Board will retain the ability

to make this decision if they are unable to assemble the membership to do so.

C. If the Board is unable to designate a recipient, then the assets shall be distributed to an

organization by the Circuit Court for Multnomah County, Oregon.

A. Establishment: The Board of Directors may establish, from time to time, committees as it

deems appropriate.

B. Standing Committees: The Grievance Committee shall be the only standing committee.

A. The Grievance Committee shall be comprised of five members, as follows: two current

Board members (the Board Chair shall be excluded from this committee), two ALNA

members not currently serving on the Board, and one non-ALNA member.

B. Any Member adversely affected by a decision, policy or action of the ALNA Board must

submit their complaint and request to enter into a grievance procedure in writing to the

Board within ten calendar days of the aggrieving action. The Grievance Committee shall,

within seven calendar days from receipt of the complaint, set a date and location that is

acceptable to the complainant to hear the complaint. Notice for this date must be given at

least seven days in advance of the meeting.

C. Within thirty days of the meeting, the Grievance Committee shall make a determination on

the complaint and notify the complainant of their determination. Determinations shall be

non-compensatory. These actions shall be reported to the Board and the ALNA

membership at the next scheduled meetings.

The ALNA does not require the use of Roberts Rules of Order in conducting its business. However, the

general principles embodied in Roberts Rules are acknowledged as valuable to conducting orderly and

productive meetings.

These Bylaws may be amended by a two-thirds vote by the Membership at a Membership Meeting.

Changes being proposed must be provided to the membership at least seven days in advance of the

meeting.

Amended by Membership March 9, 2006

Amended by Membership 11-20-08

Open Meetings & Public Records compliance; Quorum doesn’t include Board members; Board will determine timing

for annual membership meetings.