Bylaws of the Mountain View Neighborhood Association
Adopted May 22, 2017
ARTICLE 1: Purpose
Section 1: Name Of Organization:
The name of the organization shall be the Mountain View Neighborhood Association (MVNA).
Section 2: Purpose Of Organization:
The purposes for which MVNA is organized are:
(a)To enhance the livability of the neighborhood by establishing and maintaining a line of communication and liaison between the neighborhood, the City of Bend, and other Neighborhood Associations. All references to “neighborhood” in these Bylaws are intended to refer to the boundaries of the geographic area described in Article XI.
(b)To provide an open process by which all members of MVNA may involve themselves in the affairs of the Neighborhood.
(c) To perform all acts related to these purposes.
(d) To perform only acts that will assist to serve educational, social and charitable purposes. Nothing in these bylaws shall prohibit MVNA from organizing as a non-profit organization.
Section 3: Status Of MVNA As An Association Recognized by the City Of Bend:
Although MVNA is an association recognized by the City of Bend, it is an entity independent of the City of Bend and is not part of the government of the City of Bend. As an entity independent of the City of Bend, MVNA, by action of its Board of Directors or Membership, has the power and right to express an opinion or recommendation on political issues, including ballot propositions. These Bylaws authorize the Board of Directors or Membership to conduct candidate forums to help inform its membership and the public of the experience and qualifications of candidates for public office, but prohibits the NA, its Board of Directors or its Membership from making a recommendation for election of a particular candidate or a slate of candidates.
Section 4: Location:
The MVNA is located in the vicinity east of Pilot Butte State Park in Northeast Bend. The west boundary is defined by all the property east of Shepard Road from Butler Market south to Hwy 20 excluding Pilot Butte State Park and the following streets: Bluebird, Crestridge, Eastwood, Edgecliff, Meadow, Northview, Pheasant. The south boundary is defined by Hwy 20 just east of Pilot Butte State Park east to the Urban Growth Boundary Line at Eagle Road. The east boundary is defined as the Urban Growth Boundary line at Eagle Road north to Butler Market Road. The north boundary is defined as Butler Market Road west following the Urban Growth Boundary Line and then proceeding north along the Urban Growth Boundary line to the North Unit Canal and then proceeding west along the North Unity Canal to Purcell (Yeoman) Road and then proceeding South along Purcell (Yeoman) Road to Butler Market Road and proceeding west along Butler Market Road to Shepard Road.
ARTICLE 2: Membership
Section 1 Eligibility:
Membership is open to:
(a) Any current resident 18 years of age or older who resides or is located in the MVNA boundaries.
(b) Any person or legal entity owning real property, operating a business, professional office, government agency or nonprofit institution, with a physical location within the boundaries of the MVNA.
Section 2 Application:
Any eligible individual may become a member by submitting a written application stating the person’s name, phone number, postal address and email address as a basis for membership eligibility. Persons who make application and who meet the eligibility requirement shall be admitted to the membership. The board may establish rules regarding the proof required to demonstrate eligibility.
Section 3 Voting:
Each individual member shall have one vote, regardless of how many properties the member may own within the boundaries of the neighborhood. There shall be no limit on the number of votes a household may have, provided each member of the household is a member of the MVNA. Each member or designated representative of a business entity or other organizational member shall have one vote. No individual shall have more than one vote, even if the member is both a property owner or residence and a business owner. Each vote is to be cast during attendance at any general or special membership meeting. One representative from each NA Member government agency or nonprofit organization designated by such agency or organization shall have the same privileges as all other NA Members.
Section 4 Dues:
Charging of dues or membership fees is prohibited, but voluntary contributions and fundraising activities are encouraged.
Section 5 Expiration of Membership:
Membership shall expire when a member no longer meets the membership eligibility requirements.
Section 6 Active Membership List:
The MVNA shall maintain a roster of active members. The chair shall designate a person or persons to be responsible for maintaining the membership roster. The membership list shall be available for inspection by any MVNA member or by representatives of the City of Bend Office of Neighborhoods. The MVNA may adopt policies limiting disclosure of the MVNA membership list.
ARTICLE 3: Membership Meetings
Section 1 General Membership Meetings:
There shall be at least one general membership meeting yearly. The meeting shall be convened on any day decided by the Board of Directors. Notification of general meetings shall be given at least fourteen (14) days before the date of the meeting, shall specify the date, time and location of the meeting, and shall be in writing, by email, or by telephone notice to Mountain View Neighborhood Association members. Public notice of general membership meetings shall also be provided by posting an announcement of each meeting on the MVNA website provided by the City of Bend at least fourteen days prior to the membership meeting or, at least seven days prior to the membership meeting, by any other methods deemed reasonable by the Board of Directors. The notice shall include a copy of a proposed agenda of items to be considered at the meeting.
Section 2 Special Membership Meetings:
The MVNA Board of Directors may call a special membership meeting by its majority vote. Notice of a special membership meeting may be provided by any method deemed reasonable by the majority vote of the MVNA Board of Directors to provide membership notice at least seven (7) days prior to the special membership meeting and shall otherwise meet the requirements of notice set forth in Section 1 of this Article.
Section 3 Agenda:
The Chair of the MVNA Board of Directors shall prepare the agenda for general and special meetings of the membership. Any member of the Board of Directors may place an item on the agenda. Any MVNA member may move to add an item to the agenda at such meetings. Adoption of that motion requires a second and a majority vote.
Section 4 Quorum:
A quorum for any general or special meeting shall be a minimum of ten (10) members present. Unless otherwise specified in these bylaws, decisions on any agenda item considered at any MVNA membership meeting shall be made by a majority vote of the members present.
Section 5 Participation:
Any general, special, board or committee meeting is open to any person to observe. Only MVNA members may participate in discussion of matters being considered for action. The member presiding over the meeting may regulate the order and length of discussions and limit them to relevant points.
Section 6 Procedures:
Mountain View Neighborhood Association shall follow Robert’s Rules of Order (Revised) in the conduct of its business unless other procedures are required by these bylaws. MVNA shall publish the minutes of all general, special and board of director meetings following their approval by posting them on the MVNA website maintained for City of Bend Neighborhood Associations.
ARTICLE 4: Board Of Directors
Section 1 Number:
The Board shall consist of an uneven number of members between five (5) and nine (9) members, each of whom shall be elected for two year terms. The NA shall be governed by a Board of Directors elected by a majority of the NA Membership present at a General Membership Meeting called to conduct the election, by written ballot containing the names of declared candidates and space for writing the name of additional candidates nominated by an NA Member. Any Member of the NA shall be eligible for nomination to membership on the Board of Directors. Election requires a majority vote of the members present.
Section 2 Term of Office:
Terms of office shall commence when elected by the general membership at the annual meeting. Terms of office shall be staggered and be for two years. The majority of the odd number of Directors shall be elected in one year and the remaining minority number of Directors shall be elected the next year. There is no maximum number of terms that a board member may serve.
Section 3 Duties of the officers:
The Board of Directors shall manage the affairs of the NA, be accountable to the NA Members, and shall consider the views presented by any NA Member affected by any proposed policies or actions before adopting any recommendation on behalf of the NA, and shall comply with these Bylaws.
Section 4 Removal of a Board Member or Officer:
Any NA Officer may be removed from office by an affirmative vote of two thirds of the Board Members constituting a quorum at a Board Meeting following agenda notice of such intended action. Any Member of the Board of Directors may be removed by an affirmative vote of two-thirds of the Membership present at a meeting called by a notice specifying the proposed removal.
Section 5 Vacancy:
The board may fill any vacancy on the board or committee by majority vote of a quorum of the board. A member appointed to fill a vacancy shall serve the remainder of the unexpired term and until his/her successor is elected or appointed. A vacancy may arise by resignation, disqualification or death of a board member, by recall or by removal by vote of the majority of the board for failure to attend three regular board meetings in succession, provided that notice of such intent was given to the board member after the second absence.
Section 6 Recall:
Recall of a board member may be initiated by a petition signed by 20% of the MVNA members. Recall shall be considered only at a special meeting of the membership called for the purpose of voting on the petition. A quorum of at least 11 members must be present to vote on recall of a board member. The meeting notice shall state that the purpose of the meeting is to consider recall of the board member. A majority vote of those members attending shall be required to recall a board member.
Section 7 Powers:
The board shall have the following responsibilities and powers:
(a) Manage the daily affairs of the MVNA.
(b) Make decisions and represent the interests of the MVNA on all matters of neighborhood concern. The board shall attempt to seek input from the membership on such matters at regular membership meetings, but where it would be impractical to do so, the board and/or the board’s representative may represent the views of the MVNA on such issues without having such input. All such actions shall be reported to the membership at the next regular meeting and through MVNA communication vehicles.
(c) Appoint committees to perform necessary functions and represent the MVNA on specified topics. (d) Establish a plan for maintaining and encouraging involvement in MVNA.
Section 8 Board Meetings:
(a) Regular board meetings shall be held on a monthly basis except for in December at a regularly scheduled date and time. Other meetings shall be regarded as special meetings of the board.
(b) Special board meetings may be called by giving notice to each board member of the time, place, and items to be discussed or acted upon at least three calendar days before the special meeting. A special meeting shall not be called unless it is necessary to reschedule a regular board meeting from its regular time or unless insufficient time is available to consider a pertinent matter at the regular board meeting. Special board meetings may be called by the Chair or by any board member.
(c) A quorum consists of a majority of the currently elected board members.
(d) Notification of board meetings shall be by mail, email or telephone to all board members and any medium likely to reach a majority of the membership of the neighborhood association.
ARTICLE 5: Officers
Section 1 Offices:
There shall be a Chair, a Vice-Chair, and a Secretary /Treasurer, elected from among the members of the board. The term of office shall be for a one-year term, commencing with the annual meeting.
Section 2 Duties:
The board officers shall have the following duties:
(a)The Chair shall prepare the notices and agendas of and preside at all board meetings and all membership meetings and shall, with approval of a majority of a quorum of the Board of Directors, appoint members of committees, and shall perform such duties as the board and the membership from time to time authorize. The Chair shall represent the position of the board and the interests of the neighborhood association. The Chair shall make all necessary reports to the City of Bend.
(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.
(c)Secretary/Treasurer: The Secretary/Treasurer shall keep minutes of NA meetings, be responsible for all correspondence of NA and make available to any current Member NA records specifically identified (by type of record, subject of record and approximate date of record) for inspection at a reasonable time. It is not the intent of this provision that the NA must retain any document for any period of time. The Secretary/Treasurer shall prepare minutes of all Board and Membership Meetings and publicly publish minutes approved by the Board of Directors or, in the case of minutes of a Membership Meeting, by the Membership, by making them part of the NA website provided for Neighborhood Associations by the City of Bend. The Secretary/Treasurer shall be held responsible and accountable for all NA funds, shall give an accounting at each general Membership Meeting, and shall receive, safely keep, and disburse NA funds. Disbursement of NA funds shall require the signature of approval of the Secretary/Treasurer and Chair. The NA Board of Directors may separate the offices and functions of the Secretary and the Treasurer.
ARTICLE 6: Representation Of MVNA
Only the Chair of the board shall speak for MVNA, unless the chair designates other board members, officers or committees to speak for MVNA in particular instances or on particular issues. The Board may adopt rules that will allow committees representing geographic areas within the boundaries of the neighborhood to speak to issues germane to that particular geographic area of the neighborhood.
ARTICLE 7: Finances
The MVNA may establish a bank account. Any checks shall be signed by the Chair and Vice Chair.
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
A conflict of interest exists whenever he/she holds a personal financial interest that will be impacted by an action or inaction by the association on a proposal before the membership or the board. A personal financial interest includes financial interests held by the board member and/or immediate family members. A personal financial interest includes an ownership interest greater than 5% of a business affected by an association decision. Examples of personal financial interest would include Employment by NA; ownership of property the use or control of which is being considered by NA; plans the purchase property the use or control of which is under discussion by NA, etc.
Whenever a board member determines that he or she has a conflict of interest relating to an item under discussion, the board member must inform the body (Board of Directors or NA Membership) hearing the proposal that the conflict of interest exists.
A Board Member shall not vote on matters in which they have a conflict of interest.
ARTICLE 10: 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 or taken action as 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 11: Procedure For Consideration Of Proposals
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 by the board and if so, which meeting is most appropriate for the item to be heard. Any NA member or authorized representative of a Department of the City of Bend may submit to the NA Chair, in writing, an item for consideration by the Board of Directors, which item shall then be placed on the agenda of the Board of Directors for consideration and action at its meeting. The member proposing the item may make a presentation and answer questions concerning the proposal.
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.
The association shall submit recommendations and dissenting views of the relevant meetings to the proponent and other affected parties.
ARTICLE 12: Adoption And Amendment Of Bylaws
Any amendment to these Bylaws shall be proposed in writing and presented for consideration by the Board of Directors. Following consideration by the Board of Directors the proposed amendment(s) shall be presented to the membership, with the recommendation of the Board of Directors to approve or reject the amendments, for its consideration at a General or Special Membership meeting. Adoption of amendments to these Bylaws shall require a two-thirds vote of approval by a quorum of the Membership attending the meeting.