EXECUTIVE SUMMARY
ARNOLD CREEK NEIGHBORHOOD ASSOCIATION BYLAWS
11/2015
The City of Portland, through the Office of Neighborhood Involvement [ONI], is recommending major
changes in how neighborhood associations make formal decisions and conduct business. Neighborhood
associations need to revise their bylaws to implement these changes. Changes are required for
neighborhood associations [NAs] to continue to qualify for directors and officers insurance and liability
coverage. ONI and the City are recommending that NAs adopt new bylaws that provide for board
centric governance. A board centric model means that the NA Board of Directors makes all formal
decisions and takes all formal actions on behalf of the NA. ONI provided a template to assist the NAs in
revising their bylaws.
Arnold Creek Neighborhood Association [ACNA] formed a volunteer bylaws committee in April 2015.
This committee has been reviewing the ONI template, including its options, recommendations and
annotations, and has drafted, over the course of over seven months, new proposed bylaws to meet the
City’s requirements. The draft bylaws are posted on the ACNA website and were reviewed at the
October general membership meeting of the ACNA. In addition a forum was held October 20 to provide
more time for public comment on the proposal. Some changes are being made to the bylaws following
the October meetings and these changes will be posted on the website when available. The ACNA
bylaws committee has reviewed our proposed bylaws with SWNI and ONI.
The major changes recommended by the bylaws committee are:
1.
Board of Directors: The Board of Directors votes on all formal decisions and actions of
ACNA. This change is required by insurance companies as a condition of providing directors and
officers and general liability coverage. The new bylaws propose expanding the size of the Board
to provide a more representative voice to the various areas in our NA. Article V and Article VI
2. Voting:
a. The Board votes on all formal decisions and actions of ACNA.
b. A resident of Arnold Creek can provide advisory votes on issues the ACNA is facing to
help provide a sense of the community position on the issue at hand. The advisory votes
are not binding on the Board. This is a requirement of a board centric model. The
resident can participate in any advisory vote regardless of prior participation in the
ACNA. This change clarifies the language in the earlier draft in response to questions
raised by the attendees at the October general meeting. Article IV Section 5
c. A member. The membership votes on dissolution of the NA and bylaws changes,
participates in the Board of Director elections and votes on the removal of Board
members. This change follows the ONI template. To vote on dissolution, bylaws
changes, Board elections and Board removal, one must be a resident of ACNA, consent to
be a member of ACNA, attend one meeting and be confirmed as a resident of Arnold
Creek. The member becomes an ‘active’ or ‘voting’ member and is entitled to vote at the
next meeting the resident attends. All memberships expire in October and can be
renewed indefinitely by attending one meeting every 6 months. If membership expires
and is not renewed, the resident must meet the initial requirements again. We want our
residents to be actively engaged in the activities in the NA at least 2 times a year. This
change limits the ability of those not otherwise involved in the NA from only
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attending the annual meeting and substantially influencing the election of a slate of
candidates. ACNA will provide frequent and timely notice and communication regarding
membership requirements to allow residents plenty of time to participate. Bridlemile NA
has similar requirements [a 2 week waiting period after the first meeting is attended and
at least 2 meetings in a 12 month span] and it has been approved by the general
membership of Bridlemile NA and by SWNI/ONI. Markham NA requires attendance at 2
meetings every 6 general meetings. Hillsdale NA requires 2 meetings every 24 months.
The bylaws committee considered several options and adopted the approach that was
easiest to administer. We have a tracking system to administer this bylaw. Article IV
Section 5
3. Quorum: The attendance of 6 active members of ACNA constitutes a quorum for a NA meeting,
general, annual or special. A quorum for a board meeting is 6 Board members or the majority of
the Board, whichever is less. The Board quorum number was changed in response to a question
raised by the membership at the October general meeting. Article VIII Section 3
4.
Board composition: 5 Officers: President, Vice President, Secretary, Treasurer and E
Communications Coordinator. The board also includes up to 9 delegates, composed of up to 3
at large delegates and up to 6 district delegates. Article V, Section 1
a. District Delegates represent their district and must live in the district they
represent. South and West districts can have 2 District delegates each. North and East
Districts can have 1 District delegate each. The delegate numbers are based upon the
approximate population in the applicable district. See attached map for district
boundaries and approximate households within the districts. District Delegates are
elected by the ACNA membership.
b. At Large Delegates may come from any district provided there are no more than 4 total
delegates each from the South and West Districts and no more than 2 total delegates
each from the North and East Districts. At Large Delegates are elected by the ACNA
membership.
c. The purpose of a larger board and district delegates is to ensure geographic distribution
and representation. It provides a balanced voice for all areas in the NA.
5. Conflict of Interest: Conflicts of interest must be disclosed. Board members share
responsibility to identify potential conflicts. Directors and committee chairs shall sign a conflict
of interest policy statement acknowledging that they have read the policy and will abide by
it. We want to assure that Board members fully understand their responsibilities and duties.
The ACNA proposal follows ONI template and adds requirement to acknowledge and follow the
policy. Article XII
6.
Vacancies on Board: The Board may fill board vacancies, officers and delegates, by a vote of
the Board. The Board also may delegate duties of vacant positions to other board members.
This gives the Board the flexibility and option to fill vacant positions. Vacant District Delegate
positions, if filled, must meet the earlier residency requirements. This complies with insurance
requirements. Article VI, Section 3 [According to ONI, this would meet the ORS 65 requirement
that certain functions be assigned to board members and officers.]
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7.
E Mail procedures: The Board may adopt a process for e mail communications provided the
ONI standards, open meetings requirements, are met. The Board cannot deliberate by e mail
but can, for example, adopt meeting agendas by e mail. The authorized e mail process and
procedures must be clearly documented by the Board. This allows the board to perform
informational, non-deliberative activities without calling a meeting. Article VIII, Section 6
Further changes could result after more comments are received from the neighborhood. Revised
bylaws will be posted when available.
ACNA Bylaws Committee members: Patty Barker, chair Debbie Griffin, Grethe Larson and Elizabeth
Marantz
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