BANA bylaws

BANA - Bylaws 2020 version                      BOYD ACRES NEIGHBORHOOD ASSOCIATION BYLAWS

ARTICLE I: NAME AND BOUNDARIES

 Section 1: The name of the organization shall be the Boyd Acres Neighborhood Association (BANA).

 Section 2: The BANA is generally located in north/north central Bend, easterly of the Deschutes River and northerly of the Oregon Irrigation District’s North Unit Canal. The Deschutes River defines the western boundary. The southern boundary is defined by Mount Washington Drive from the Deschutes River eastward to US 97, then along Butler Market Road from US 97 to the North Unit Canal, following the North Unit Canal eastward to its intersection of the city’s boundary. The eastern boundary is defined by the extent of the city’s boundary limits to its northern terminus. The northern boundary is defined by the extent of the city’s boundary limits to its intersection with the Deschutes River.  The eastern and northern boundaries of BANA are further defined to include new land parcels (from the UGB) as they are officially annexed into the city’s boundary.

  BANA recognizes that assumed boundaries, including any changes, must adhere to conditions and requirements stated in City of Bend Code, Chapter 1.70, Neighborhood Associations, 1.70.030 Recognition of New Neighborhood Associations. Any boundary changes constitute a modification to BANA Bylaws and must be an agenda item and approved, by a majority of membership present, by vote at a BANA General Membership Meeting or Special Membership Meeting. Any boundary changes resulting from such a vote will be promptly submitted to the City of Bend staff liaison to BANA for review and official recognition 

ARTICLE 2: PURPOSE

The purposes for which BANA is organized are:

 (a) To provide an open process by which all members of the Neighborhood may invole themselves in the affairs of the Neighborhood.

 (b) To maintain an open line of communication and liason among the Neighborhood, the City of Bend, Deschutes County and other State and Federal Agencies, other participating agencies, and other neighborhoods.

 (c) To maintain, protect and enhance the sense of community of the Neighborhood, without suppressing the rights of individuals to express and promote divergent or contrary views.

 d) To facilitate the exchange of information among Neighbor citizens.

 (e) To be organized for educational, social and charitable purposes.

 (f) Nothing in these bylaws shall preclude this association from forming as a non-profit organization.

 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, or non-profit organization, within the boundaries of BANA, shall be accepted as a member of BANA. Business members shall designate, in writing, a single designated representative with one vote.

 Section 2: To be a member, a person must meet the qualifications of Section 1 and have submitted a membership application. Membership is effective after a fourteen (14) day waiting period. Each member shall have one vote.

 Section 3: In the event that a Membership Application is found to have been falsified, and the individual does not meet the qualifications of Membership as determined in Article 3, Section 1, the rights of Membership shall be revoked immediately and any votes by that individual shall not be counted, and any office to which that person has been elected or appointed shall be considered vacated.

 Section 4: Rights of Membership – Members are entitled to the following rights:

 - To be notified of and attend any General or Special Membership Meeting and meetings of the Board.

 - To address any General or Special Membership Meetings at a designated time in the agenda.

 - To make and second motions at all General and Special Membership meetings.

 - To cast one vote on any motion duly made and seconded at all General and Special Membership Meetings and in the case of any mail ballots.

 - To be elected to the Board of Directors and as an Officer or the Association.

 - To serve on Association Committees and be appointed Chair of a Committee. 

ARTICLE 4: DUE
Charging of dues or membership fees shall be prohibited, but voluntary contributions and fundraising activities are encouraged.

ARTICLE 5: MEETINGS

 Section1: There shall be at least (1) general membership meeting yearly. The meetings shall be convened in the fall or spring and upon any day decided by majority vote of the Board. Notification shall be by posted or published notices. Email, telephone or other reasonable methods apt to reach a majority of the members. Reasonable public notice will be made fourteen (14) days in advance of any general meeting.

 Section 2: A special meeting may be called by the Chair, and/or majority vote of the Board or by a petition signed by twenty-five Members and presented to the Chair. Notification shall be by the methods listed in Section 1 and be made a least seven(7) days prior to the meeting.

Section 3: Working with the Board, the Chair 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 (by letter, email or fax) to the Board at least five (5) 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 present.

 Section 4: A quorum for any general or special meeting shall be a minimum of eleven (11) 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, 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 6: BOARD OF DIRECTORS AND OFFICERS

Section 1: The Board shall consist of a Chair, Vice Chair, Secretary, Treasurer, Land Use Chair and two (2) additional at large members for a total of seven (7)members.  One Board member shall be designated as Neighborhood Leadership Alliance Representative.   The Board may also acknowledge an alternate board member.  The Board may propose a change in the total number of its members with a maximum of seven (7) and a minimum of five (5) Board members.  Enactment requires a two-thirds majority vote of the members present at a general membership meeting.

Section 2: Terms of office are for one year.  Board members and officers will be elected, or re-elected, at the annual general membership meeting by the majority general membership present. Voting at the annual general membership meeting can be by voice-vote, hand-vote or by written ballot as prescribed by BANA Board members.

Section 3: Only BANA members shall be eligible to hold elected or appointed positions.

Section 4: The Board may fill any interim vacancy on the Board or committee by majority vote of the Board.  A member appointed to fill an interim vacancy shall serve the remainder of the unexpired term and until his or her successor is elected at the next annual general membership meeting or appointed, whichever occurs first.  A vacancy may arise by resignation of a Board member or at the discretion of the Board.

Section 5: Removal of a Board member shall occur because of lack of significant participation, unprofessional conduct, failure to meet the requirements of the office or may be initiated by a petition signed by 20% of the BANA members.  Removal shall be considered only at a special meeting of the board called for the purpose of voting on the petition.  The meeting notice shall state that the purpose of the meeting is to consider removal of the board member.  A majority vote of those board members attending shall be required to remove a board member.

Section 6:  Names of candidates for the Board 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 at the annual general membership meeting. In considering Members for nomination to the Board, the Committee should seek representation from throughout the Neighborhood, aim for a balance of skills needed by the Association (e.g. leadership, problem solving, negotiation, communication, public policy, legal, financial, etc.), and endeavor to involve people who have not served yet, or for some time. Should an unusual event occur (as determined by BANA Board) that an in-person annual general membership meeting is prohibited, a special meeting may substitute to convene elections. Such a special meeting would include a substitute mechanism to continue elections, be it verifiable mail-in or verifiable electronic casting of ballots by general membership. A fair and impartial accounting of ballots, including provisions for general membership observation, shall be announced by BANA Board within ten days following of any such election.

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

 (a) Manage the daily affairs of the Neighborhood Association.

 (b) Make decisions and represent the interest 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 Associatio  

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

 (a) The Chair shall develop the agenda and 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 interest of the neighborhood association. Only the Chair of the board shall speak for BANA, unless the Chair designates other board members, officers, or committees to speak for BANA in particular instances or on particular issues for one time only or at the further dissection of the board.

 (b) The Vice Chair shall perform the duties of the Chair in the Chair’s absence and as authorized by bylaws or regulations of the Board. By consensus vote of the BANA Board, authorization may be give for the Board Chair and Vice Chair to co-chair their positions, sharing duties indiscriminately between the two positions. Any related co-chair authorization by BANA Board is limited to one term of the respective positions and may be rescinded at any time by a consensus vote of the BANA Board.

(c) The Secretary shall record and maintain minutes of Membership and Board meetings, assist the Chair with correspondence, announcements, and information releases. The Secretary will maintain a list of current Board members, Officers and committee members along with their related terms. The Secretary will also be responsible to maintain and hold, as specified by the Board, all non-financial files.

 (d) The Treasurer shall maintain and execute all financial and budget matters as directed by the Board through proper and lawful exercise of their bylaws and City of Bend – Code authority. The Treasurer shall record and make payments through the City of Bend – Reimbursement Request Form submittal process as required in a timely manner. The Treasurer will also be responsible to maintain and hold, as specified by the Board, all financial files.

 (e) The Land Use Chair shall be the designate authorized representative for BANA regarding land use notices and processes under applicable City of Bend land use regulations and code. The Land Use Chair will receive and review all land use notifications. These notifications will be circulated in a timely manner to the Board Officers and general BANA membership for their review, discussion, comment and for participation in City of Bend land use processes, comment opportunities and hearings processes. The Land Use Chair may, at the discretion of the Board, maintain a Land Use Committee of Board or General Membership members. Land Use notifications and responses shall be maintained and held as specified by the Board.

(f) A Neighborhood Leadership Alliance Representative shall be nominated by consensus vote of the BANA Board (the nominee must be a current Board Member) to represent BANA on the City of Bend NLA Committee. This nominee is then authorized to submit application (per related City of Bend Code) to the City of Bend Mayor for consideration and appointment as the BANA representative on the City of Bend NLA Committee. This NLA Representative shall be the designate authorized representative for BANA regarding NLA matters and proceeding as outlined in City of Bend Code and also BANA Bylaws. The NLA Representative will relay minutes and pending actions of the NLA to the BANA Board in a timely manner for review, discussion and concession approval prior to official NLA actions. The NLA Representative for BANA shall act in the expressed interests of BANA and at the direction of the BANA Board.

 Section 9: Regular Board meetings are held once a month if necessary and are presided over 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 consisting of a majority of the currently elected Board Members is required for a Special Meeting. 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. 

 ARTICLE 7: COMMITTEES 

The Board may appoint standing committees and ad hoc committees. Committees shall make recommendations to the Board for action. Committees shall not have the power to act or speak on behalf of the Neighborhood Association without specific authorization from the Board.

 ARTICLE 8: CONFLICT OF INTEREST

Section1: A conflict of interest exist whenever a Board member holds a direct or indirect personal or financial interest, which will be impacted by an action or inaction by the association on a proposal before membership or the Board. Also included are present or planned transactions between a Board member and the association, or between a 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 they have a conflict of interest relating to an item under discussion, the Board member must announce to the meeting that a conflict of interest exist. 

Section 3: A transaction in which a Board member may have a direct or indirect conflict of interest may be approved by vote of the Board if in advance of the vote 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 a single Board member. If a majority of the Board members who have no direct or indirect interest in the transaction vote 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 from voting on the transaction.

ARTICLE9: 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 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, an attempt shall be made to resolve the complaint through mediation with the Community Dispute Resolution Program. 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 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 a Board member or officer through the city provided liability insurance to the fullest extent provided by the laws of the State of Oregon now in effect or later amended.

ARTICLE 11: 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 City of Bend.

ARTICLE 12: PRIVACY POLICIES

Contact information provided by Members shall be used solely for the purpose of BANA business, which may include coordination with emergency preparedness programs in the area. Otherwise, BANA will not release information about its Members to anyone outside BANA for any purpose, without the express written permission of the Member.

ARTICLE 13: NONDISCRIMINATION

 The Neighborhood Association shall not discriminate against individuals or groups on the basis of race, religion, color, gender, sexual orientation, family status, age, disability, national origin, income, or political affiliation in any of its policies, recommendations or actions.

 ARTICLE 14: ADOPTION AND AMENDMENT OF BYLAWS

 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 bylaws shall require a two-thirds (2/3) vote of the members present at this meeting.

Confirmed: November 7, 2011

Amended: July 8, 2020