Alderbrook Neighborhood Association (ANA Assoc.

) (ANHA)
ByLaws
Z's 11/20/2015 DRAFT with suggested changes by SS
I. PURPOSE
The purposes for which this association is organized are:
A) To consider and act on issues that affect the livability and quality of the
neighborhood;
B) To provide an open process by which all members may involve themselves in the
affairs of the neighborhood;
C) To take positions in matters of civic interest and promote those;
D) To inform residents of events or plans affecting the neighborhood;
E) To establish and maintain open lines of communication with other organizations,
such as district coalitions, other neighborhood associations, and city, county,
regional,
and state government agencies;
F) For other purposes as approved by the Board of Directors (Board) or membership.
II. MEMBERSHIP
A) Membership qualifications: Residents and property owner 18 years and older
who reside or own property in neighborhood (See X for boundries).
B) Membership Voting: One vote per member, proxies are not permitted.
III. DUES:
A) There shall be no charging of dues or membership fees. However, voluntary
contributions may be accepted.
B) Activities to raise funds for Association use may be held. The Board shall approve
all fundraisers.
IV. MEMBERSHIP MEETINGS:
A) General Membership Meetings:
1) Membership meetings will be held at least 1 time a year at a day and time set
by the board.
2) Notification for all general meetings shall require fourteen (14) days advance
notice. shall be by mail, newsletter, posted notices, telephone calls, electronic
mail lists or other appropriate means of communication apt to reach a majority
of members.
3) Notification will appear in the media (radio and newspaper). shall require seven
days advance notice to the general public and a minimum of 24 hours notice for
all Board members and to individuals and news media that have requested
notice.
4) Every attempt will be made to notify the membership via telephone or email.
-------------------------------------------------------------------------------------------------------------------------------Comment - Longer notification times of upcoming events in the bylaws could limit
quicker time frame meetings coming from unforseen events. Longer times can be the

goal but it might be best allow flexibility through the bylaws. The above changes in
yellow were duplicated from another association's bylaws, clipping below...
----------------------------------------------------------------------------------------------

B) Special Membership Meetings:

1) Special meetings shall be called by the president or the Board of Directors as
deemed necessary.
2) Notification and purpose(s) of the special meeting shall require 7 days 24 hours
advance
notice to all members of the Association.
(Same comment as above.)
C) Agenda:
1) Subject to the approval of the Board, the president shall prepare the agenda for
general and special meetings of the membership.
2) Any member may propose any item of new business by:
a) submitting the item in writing to the Board at least seven (7) days in
advance of the meeting or,
b) making a motion to the Board to add an item to the general or special
meeting agendas at those respective meetings. Adoption of that motion
requires a second or majority vote.
Source:

D) Quorum: A majority of the directors shall constitute a quorum for the transaction
of business.
E) Participation:
1) Any general, special, board, emergency or committee meeting is open to any
person. All that wish to speak will be heard. However, only members are entitled
to vote at membership meetings.

2) All actions or recommendations of the general or special meetings shall be

communicated to all affected parties.
F) Procedures: Parliamentary Authority. The President may chair any meeting in an
informal manner, but at the request of any voting member present, "Robert's Rules
of Order shall become the authority for the remainder of the meeting.
V. BOARD OF DIRECTORS: The Board receives direction from the membership;
its duties are primarily administration and organization. The board does not
make policy.
A) Number of Board Members: five board members: President; Vice President ,
Secretary and two members at large.
B) Terms of Office: one year terms; board members may serve consecutive terms.
C) Board member resignation: A board member may resign at any time by giving
written notice to the Board.
D) Eligibility for Board Service: All members in good standing are eligible for board
membership.
E) Duties of Board Members:
1) The president shall be the chief executive officer of the association and
a) shall preside at all meetings of the membership and the board;
b) The president shall have general and active management authority over
the business and affairs of the association;
c) and shall see that all orders and resolutions of the board are carried into
effect;
d) prepare the agenda for board and membership meetings ;
e) Preside at all board and membership meetings;
f) represent the position of the board and the interests of the association;
g) act as spokesperson for the association; and serve as the public contact
for the association.
2) The vice president shall perform such duties as the board may need. In
the absence or disability of the president, the vice presidents will perform
duties and powers of the president.
3) The secretary shall record and maintain minutes of membership and board
meetings, assist the [president/chair] with the correspondence of the
association; maintain the non-financial files of the association; provide notice
of all membership and board meetings; maintain current and accurate board
and membership lists.
4) Board Members-At-Large (2) shall perform those duties delegated by the
president.
Why is Quorum listed twice? See IV. D. (above)
F) Quorum: A majority of the directors shall constitute a quorum for the
transaction of business.
F) Removal of Board Member: Any elected or appointed director may be removed,
with or without cause, by a majority vote of the members at a membership
meeting called by the board of directors for that purpose.
G) Election of Board Members: The members shall elect the directors at the annual
membership meeting. The annual election will be held at the annual meeting
during the month of (name of month).
H) Board Vacancies: The remaining board members may appoint replacements until
the next board elections.

I) Board Meetings are open to the public.

Just wondering...If open to public, board meetings must be held in place large
enough. Cost?
1) Regular Board Meetings:
a) The board shall meet at least one time a year and again as the need arises
to conduct the associations business.
b) Board meetings will be announced in the media ?? to members, and
individuals and news media that have requested notice by appropriate
means of communication ?? at least 7 days in advance.
2) Emergency Board Meeting When there is insufficient time to address
business within the notice requirements of a regular meeting, an emergency
meeting may be called.
a) Notice of an emergency meeting to all interested parties may not be less
than 24 hours in advance.
b) Only items on the announced agenda may be decided at an emergency
meeting.
3) Voting: Only board members may vote at board meetings.
VI. COMMITTEES: The board may establish standing and ad hoc committees as it
deems necessary and desirable. Such committees may be advisory to the board or may
exercise the authority of the board. Upon establishment of any committee, the board
shall identify the scope of the committees authority and duties and the number of
members and appoint the committees membership.
VII. CONFLICT OF INTEREST PROCEDURES:
A) To protect the integrity of the associations decision-making processes, Directors
will disclose to the board any interest they have in a pending transaction of the
board that may result in a financial benefit or gain to them and/or their business,
family members and/or significant other, employer, and/or close associates, and
other nonprofit organizations with which they are affiliated.
B) The director in conflict will not participate in any board discussion or vote on the
transaction .
VIII. GRIEVANCE PROCEDURES Other forms of conflict resolution are
encouraged: All parties are encouraged to resolve disagreements and disputes through
one-on-one dialogue, discussions with board members and general members, and/or
formal mediation whenever possible.
A) Eligibility to Grieve: A person or group harmed as a result of a decision of this
association may file a formal grievance if they believe the action taken by the
association violated a provision of these bylaws.
B) Complaint Receipt: Grievances must be submitted, in writing, to the secretary,
within 45 business days of the alleged violation. A grievance must state the action
being grieved, the provision which was allegedly violated, how the grievant was
harmed, and identify a remedy.
C) Final Resolution: The board will review the propose grievance, determine its
findings, and render a decision on the grievance. The board shall notify the
grievant of the boards decision, in writing, within 60 calendar days of the receipt
of the grievance.

IX. PUBLIC MEETING/PUBLIC RECORDS REQUIREMENT: All meetings of the

Association shall be held in accordance to all Oregon statutes relative to public meetings
and public records.

X. BOUNDARIES: The Neighborhood Greenway Zone extending South of Lief Erickson

Drive
Homes south of Lief Erikson Drive from 45th through 54th Streets.
Per the Astoria Comprehensive Plan...

Will the homes North of Leif Erikson be included?

Suggested boundary description if including homes above Leif Erikson Drive...
...homes from 42nd through 54th streets, from Commercial through Alder streets.
Also:
If those homes north of Leif Erikson are not included,
then name of Association might be... LANA - Lower Alderbrook Neighborhood Assn.

XI. NON-DISCRIMINATION:
The Association shall not discriminate against individuals or groups on the basis of race,
religion, color, sex, sexual orientation, gender identity, age, disability, legal citizenship,
national origin, economic status, creed, ethnic identity, marital status, parenthood or
political affiliation in any of its policies, recommendations or actions.
XII. ADOPTION AND AMENDMENT OF BYLAWS
A) All amendments to these bylaws must be proposed in writing and announced in the
published agenda of a membership meeting.
B) Adoption and amendment of these bylaws require a two-thirds (2/3) vote by the
members present at a general meeting.
C) Adoption:
1) Date Adopted: [insert date on which the members or board approved the bylaws
amendments]
2) Previous Revisions: [list the dates earlier bylaws amendments revisions were
adopted]
D) Signature of Secretary:
Other comments:
Who handles and how is money handled?
From Astoria Neighborhood guidelines...

Cost for assumed business name is ___.

How will printing of ___ be paid, and newspaper/radio ads paid, rental of hall for
meetings, etc.