Bylaws for the Creston-Kenilworth Neighborhood Association
MISSION STATEMENT
Working to cultivate a thriving, welcoming community: a safe space that encourages creativity
and diversity while providing resources and connections for all residents, organizations, and
businesses.
ARTICLE I. NAME OF ORGANIZATION
The name of the organization shall be Creston-Kenilworth Neighborhood Association (CKNA).
ARTICLE II. PURPOSE
The purposes for which the neighborhood association is organized are:
ARTICLE III. BOUNDARIES
Boundaries of the Neighborhood Association shall be defined as SE 26th Avenue on the west, following Powell Boulevard and Foster Road on the north, SE 60th Avenue on the east, and Holgate Boulevard on the south.
ARTICLE IV. MEMBERSHIP
Section 1: Qualifications
Membership in the Neighborhood Association shall be open to all residents, property owners, and holders of a business license located within the boundaries as defined in ARTICLE III of these bylaws.
Section 2: Voting
One representative from each business, government agency, or nonprofit organization located within the boundaries, upon prior written authority, shall have the same privilege as the residents listed above. General membership shall vote on amendments to the association bylaws, for the annual election of the Board, and for dissolution of the Neighborhood Association. As elected representatives of the general membership all other matters will be voted on by the Board only.
ARTICLE V. FINANCIAL SUPPORT
Charging of dues or membership fees shall not be made; however, voluntary contributions will be accepted and fundraising may be authorized by the Board.
ARTICLE VI. MEMBERSHIP MEETINGS
Section 1: General Membership Meetings
General membership meetings will be held at least once per quarter. Notification may be by mail, posted notices, telephone calls, electronic mail lists, social media outlets, association affiliated websites or any other appropriate means of communication apt to reach a majority of the members. Notification shall require seven (7) days advance notice to the general public.
Section 2: Special Membership Meetings
Special meetings of the membership may be called by the Co-Chairs/Chairperson, by majority vote of the Board, or if petitioned by fifty (50) or more members of the neighborhood. Special Membership Meetings shall be called when matters before the membership cannot be delayed until the next regular membership meeting for consideration or action. Special Membership Meetings may include several topics for consideration, but may not include Board elections, amendments to the bylaws, or dissolution of the Neighborhood Association. Notification may be by mail, posted notices, telephone calls, electronic mail lists, social media outlets, association affiliated websites or any other appropriate means of communication apt to reach a majority of the members. Notification shall require seven (7) days advance notice to the general public.
Section 3: Emergency Meetings
Emergency meetings of the membership may be called by the Co-Chairs/Chairperson or by a majority membership of the board as deemed necessary. Notification shall be by mail, posted notices, telephone calls, electronic mail lists or any other appropriate means of communication apt to reach a majority of the members. These meetings may be called with less than seven (7) days’ notice but not less than twenty-four (24) hours’ notice to the general public. Parties with a known interest in the subject of the emergency meeting shall receive direct notice, even if they have not requested such. These meetings are limited to discussion of the emergency. The nature of the emergency and reason why the meeting could not be delayed to meet the standard for a special membership meeting shall be addressed in the minutes.
Section 4: Agenda
Subject to the approval of the Board, the Co-Chairs/Chairperson shall prepare the agenda for general and special meetings of the membership. Any person may add an item to the agenda by submitting the item in writing to the Board at least ten (10) days in advance of the meeting. All submitted items will be given unbiased consideration; however, due to time constraints, the addition of any items to the agenda will be at the discretion of the Co-Chairs/Chairperson. Additions may also be made to the agenda at a general or special meeting by requesting that a motion be made by the Board to add an item to the general or special agendas at those respective meetings. Adoption of that motion requires a second and majority vote.
Section 5: Quorum
A quorum for any general or special meeting of the neighborhood association shall be five (5) General members, in addition to a quorum of Board members as defined in Article VII, Section 8c. Unless otherwise specified in these bylaws, decisions of the neighborhood association shall be made by a majority vote of the members present.
Section 6: Participation
Any general, special, emergency, Board, or committee meeting is open to any person and all who may wish to be heard regarding any item on the agenda. All actions or recommendations of the general or special meetings shall be communicated to all affected parties, including minority reports.
Section 7 Procedures
Roberts Revised Rules of Order may be followed in areas not covered by the bylaws.
ARTICLE VII. BOARD OF DIRECTORS
Section 1: Number of Board Members
There shall be at least three (3) and no more than fifteen (15) Board members.
Section 2: Eligibility for Board Service
Only persons eligible for membership shall be qualified to hold an elected or appointed position.
Section 3: Terms of Office
Terms are two (2) years in duration. There are no limits on the number of times an individual may hold an office.
Section 4: Board Vacancies
The Board may fill any vacancy on the Board by majority vote of the Board. A member appointed to fill a vacancy shall serve the remainder of the unexpired term and until his or her successor is elected or appointed.
Section 5: Election of Board Members
Open board positions shall be elected annually by a vote of the membership at the spring meeting, typically in May. The names of all 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 membership present.
Section 6: Election of Officers
Board members shall meet after the spring general meeting, and, by majority vote of the Board members present, elect a Co-Chairs/Chairperson, Secretary, Treasurer, and a Coalition Representative. The remaining Board members shall be members-at-large.
Section 7A: Duties of Board Members
The Board shall have the following responsibilities and powers:
The Board shall be responsible for all business coming before the neighborhood association and for assuring that members are informed of business that affects them through reasonable means of notification. The Board has the responsibility of acting in the best interest of the neighborhood but is not specifically bound to act according to the desire of the majority of members attending a particular meeting.
Section 10: Termination for Non-Attendance
Board members failing to attend three consecutive Board meetings may be terminated from the Board upon written notice.
ARTICLE VIII: COMMITTEES:
Section 1: Purpose of Committees
The purpose of committees is to do work limited to a particular project or subject matter. The Board shall have permanent committees called standing committees. The Board may create additional committees of limited or unlimited duration at its discretion.
Section 2: Standing Committees
There shall be two standing committees: Communications and Outreach; and Land Use, Livability, and Transportation.
The Board shall create additional committees at its discretion.
A transaction in which a board member may have a direct or indirect conflict of interest may be approved by a vote of the Board if in advance of the vote by the Board 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 votes to authorize, approve or ratify a transaction, a quorum, is 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 must abstain from voting on the transaction.
ARTICLE X: GRIEVANCE PROCEDURES
Section 1: Submission 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 appear on the agenda of the Board, standing or special committees, or general, special or emergency meetings.
Section 2: Notification
The proponent and members directly affected by such proposal shall be notified in writing of the place, day, and hour the proposal shall be reviewed not less than ten (10) days in advance.
Section 3: Attendance
The proponent may attend this meeting to make a presentation and answer questions concerning the proposals
Section 4: Dissemination
The neighborhood association shall submit recommendations and dissenting views as recorded from the meeting to the proponent and other appropriate parties.
ARTICLE XI: PUBLIC MEETINGS/PUBLIC RECORDS REQUIREMENT
The neighborhood association shall abide by all the requirements relative to public meetings and public records as outlined in the OCCL Standards adopted July, 2005. Official action(s) taken by the neighborhood association must be on record or part of the minutes of each meeting. The minutes shall include a record of attendance and the results of party vote(s) taken. A summary of dissenting views should be transmitted along with any recommendation made by the neighborhood association to the City. Official records will be kept on file at the coalition office.
ARTICLE XIII: NONDISCRIMINATION
The neighborhood association will not discriminate against individuals or groups on the basis of race, religion, color, sex, sexual orientation, gender identity, age, disability, legal citizenship, national origin, income, or political affiliation in any of its policies, recommendations or actions.
ARTICLE XIV: ADOPTION AND AMENDMENT OF BYLAWS
All amendments to these bylaws must be proposed in writing and submitted to members at least seven (7) days before voting on their adoption may proceed. Notice of a proposal to amend the bylaws, specifying the date, time and place for consideration, must be provided to all members at least seven (7) days before voting. Adoption of and amendments to these bylaws shall require a two-thirds (2/3) vote by the members present at a general meeting.
Last revised: January 2023
Working to cultivate a thriving, welcoming community: a safe space that encourages creativity
and diversity while providing resources and connections for all residents, organizations, and
businesses.
ARTICLE I. NAME OF ORGANIZATION
The name of the organization shall be Creston-Kenilworth Neighborhood Association (CKNA).
ARTICLE II. PURPOSE
The purposes for which the neighborhood association is organized are:
- To enhance the livability of the neighborhood and Portland by establishing and maintaining an open line of communication and to be a liaison among the Creston-Kenilworth Neighborhood Association, government agencies, and other neighborhoods.
- To provide an open process by which all members of the neighborhood may involve themselves in the affairs of Creston-Kenilworth Neighborhood Association.
- To do and perform all of the activities related to said purposes, to have and enjoy all of the powers granted, and engage in any lawful activity for which nonprofit corporations may be organized under ORS Chapter 65.
- For such other objectives as are approved by the Board of Directors (Board) or membership.
ARTICLE III. BOUNDARIES
Boundaries of the Neighborhood Association shall be defined as SE 26th Avenue on the west, following Powell Boulevard and Foster Road on the north, SE 60th Avenue on the east, and Holgate Boulevard on the south.
ARTICLE IV. MEMBERSHIP
Section 1: Qualifications
Membership in the Neighborhood Association shall be open to all residents, property owners, and holders of a business license located within the boundaries as defined in ARTICLE III of these bylaws.
Section 2: Voting
One representative from each business, government agency, or nonprofit organization located within the boundaries, upon prior written authority, shall have the same privilege as the residents listed above. General membership shall vote on amendments to the association bylaws, for the annual election of the Board, and for dissolution of the Neighborhood Association. As elected representatives of the general membership all other matters will be voted on by the Board only.
ARTICLE V. FINANCIAL SUPPORT
Charging of dues or membership fees shall not be made; however, voluntary contributions will be accepted and fundraising may be authorized by the Board.
ARTICLE VI. MEMBERSHIP MEETINGS
Section 1: General Membership Meetings
General membership meetings will be held at least once per quarter. Notification may be by mail, posted notices, telephone calls, electronic mail lists, social media outlets, association affiliated websites or any other appropriate means of communication apt to reach a majority of the members. Notification shall require seven (7) days advance notice to the general public.
Section 2: Special Membership Meetings
Special meetings of the membership may be called by the Co-Chairs/Chairperson, by majority vote of the Board, or if petitioned by fifty (50) or more members of the neighborhood. Special Membership Meetings shall be called when matters before the membership cannot be delayed until the next regular membership meeting for consideration or action. Special Membership Meetings may include several topics for consideration, but may not include Board elections, amendments to the bylaws, or dissolution of the Neighborhood Association. Notification may be by mail, posted notices, telephone calls, electronic mail lists, social media outlets, association affiliated websites or any other appropriate means of communication apt to reach a majority of the members. Notification shall require seven (7) days advance notice to the general public.
Section 3: Emergency Meetings
Emergency meetings of the membership may be called by the Co-Chairs/Chairperson or by a majority membership of the board as deemed necessary. Notification shall be by mail, posted notices, telephone calls, electronic mail lists or any other appropriate means of communication apt to reach a majority of the members. These meetings may be called with less than seven (7) days’ notice but not less than twenty-four (24) hours’ notice to the general public. Parties with a known interest in the subject of the emergency meeting shall receive direct notice, even if they have not requested such. These meetings are limited to discussion of the emergency. The nature of the emergency and reason why the meeting could not be delayed to meet the standard for a special membership meeting shall be addressed in the minutes.
Section 4: Agenda
Subject to the approval of the Board, the Co-Chairs/Chairperson shall prepare the agenda for general and special meetings of the membership. Any person may add an item to the agenda by submitting the item in writing to the Board at least ten (10) days in advance of the meeting. All submitted items will be given unbiased consideration; however, due to time constraints, the addition of any items to the agenda will be at the discretion of the Co-Chairs/Chairperson. Additions may also be made to the agenda at a general or special meeting by requesting that a motion be made by the Board to add an item to the general or special agendas at those respective meetings. Adoption of that motion requires a second and majority vote.
Section 5: Quorum
A quorum for any general or special meeting of the neighborhood association shall be five (5) General members, in addition to a quorum of Board members as defined in Article VII, Section 8c. Unless otherwise specified in these bylaws, decisions of the neighborhood association shall be made by a majority vote of the members present.
Section 6: Participation
Any general, special, emergency, Board, or committee meeting is open to any person and all who may wish to be heard regarding any item on the agenda. All actions or recommendations of the general or special meetings shall be communicated to all affected parties, including minority reports.
Section 7 Procedures
Roberts Revised Rules of Order may be followed in areas not covered by the bylaws.
ARTICLE VII. BOARD OF DIRECTORS
Section 1: Number of Board Members
There shall be at least three (3) and no more than fifteen (15) Board members.
Section 2: Eligibility for Board Service
Only persons eligible for membership shall be qualified to hold an elected or appointed position.
Section 3: Terms of Office
Terms are two (2) years in duration. There are no limits on the number of times an individual may hold an office.
Section 4: Board Vacancies
The Board may fill any vacancy on the Board by majority vote of the Board. A member appointed to fill a vacancy shall serve the remainder of the unexpired term and until his or her successor is elected or appointed.
Section 5: Election of Board Members
Open board positions shall be elected annually by a vote of the membership at the spring meeting, typically in May. The names of all 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 membership present.
Section 6: Election of Officers
Board members shall meet after the spring general meeting, and, by majority vote of the Board members present, elect a Co-Chairs/Chairperson, Secretary, Treasurer, and a Coalition Representative. The remaining Board members shall be members-at-large.
Section 7A: Duties of Board Members
The Board shall have the following responsibilities and powers:
- Manage the daily affairs of the neighborhood association.
- Make decisions and represent the interests 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.
- Appoint committees to perform necessary functions and represent the neighborhood association on specified topics.
- Establish a plan for maintaining and encouraging involvement in the neighborhood association.
- Co-Chairs/Chairperson: The Co-Chairs/Chairperson shall preside at all board meetings and all membership meetings and shall perform such duties as the Board and the membership from time to time authorizes. The Co-Chairs/Chairperson shall represent the position of the Board and the interests of the neighborhood association. If not seeking re-election, the Co-Chairs/Chairperson shall, during the final three (3) months of their term and to the best of their ability, identify a Board member or Board members interested in seeking the Co-Chairs/Chairperson position. The sitting Co-Chairs/Chairperson shall ensure that necessary information and materials are provided to their successor.
- Secretary: The Secretary shall record and maintain minutes of Membership and Board meetings, assist the Co-Chair/Chairperson with correspondence and maintain the non-financial files of the neighborhood association. The Secretary will maintain a list of Board members and their terms.
- Treasurer: The Treasurer shall have charge of all funds belonging to the neighborhood association and shall receive, deposit, and disburse funds for the neighborhood association in a bank(s) or financial institutions(s) in such manner as designated by the Board. The Treasurer shall make financial reports as directed by the Board.
- Board meetings are held once a month, with the attendance of the Board and interested members, unless the general public is notified otherwise with at least seven (7) days advance notice.
- Special Board meetings may be called by the CoChairs/Chairperson by giving notice to each officer and 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 consists of three (3) board members.
- The Board shall be notified no less than three (3) days preceding any board meetings. Notification shall be by mail, electronic mail, or telephone calls to all board members and/or any media apt to reach a majority of the membership.
The Board shall be responsible for all business coming before the neighborhood association and for assuring that members are informed of business that affects them through reasonable means of notification. The Board has the responsibility of acting in the best interest of the neighborhood but is not specifically bound to act according to the desire of the majority of members attending a particular meeting.
Section 10: Termination for Non-Attendance
Board members failing to attend three consecutive Board meetings may be terminated from the Board upon written notice.
ARTICLE VIII: COMMITTEES:
Section 1: Purpose of Committees
The purpose of committees is to do work limited to a particular project or subject matter. The Board shall have permanent committees called standing committees. The Board may create additional committees of limited or unlimited duration at its discretion.
Section 2: Standing Committees
There shall be two standing committees: Communications and Outreach; and Land Use, Livability, and Transportation.
- The Co-Chairs/Chairperson of a standing committee must be a member of the Board.
- The Board member elected to chair a standing committee shall be elected by a majority vote of the Board.
- Committee members shall be members of the Neighborhood Association as defined in Article IV Section 1.
- A standing committee with two (2) or more Board members may be granted certain executive authority as determined by the board on a case-by-case basis.
- Committees must report their activities to the Board no less frequently than once a month, including recommendations they would like the Board to consider in its capacity to act in the interest of the association.
The Board shall create additional committees at its discretion.
- Non-standing committees may be formed for a limited or unlimited duration, pending Board approval.
- Committee members and Co-Chair/Chairperson shall be members of the Neighborhood Association as defined in Article IV Section 1.
- Committees must report their activities to the Board no less frequently than once a month, including recommendations they would like the Board to consider in its capacity to act in the interest of the association.
A transaction in which a board member may have a direct or indirect conflict of interest may be approved by a vote of the Board if in advance of the vote by the Board 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 votes to authorize, approve or ratify a transaction, a quorum, is 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 must abstain from voting on the transaction.
ARTICLE X: GRIEVANCE PROCEDURES
- Grievance: Any person or group may file a complaint based upon an alleged violation of the Neighborhood Association's bylaws or standards set by the Office of Community and Civic Life (OCCL). The complaint must be made in writing to the Board within forty-five (45) days of action.
- Components: The petition shall include the name and address of the petitioner, the nature of the grievance and suggested remedy.
- Committee: Within seven (7) days after the receipt of the petition, the Board will establish a grievance committee of three to include: one representative appointed by the Board of Directors, one representative appointed by the petitioner and one representative from the Neighborhood District Coalition. The committee shall investigate the matter and report to a general or special meeting within sixty (60) calendar days from receipt of the grievance.
- Resolution: The Committee shall attempt to resolve the complaint and shall submit a report of their recommendation and/or action to the complainant, Board, and membership.
- Appeals process: Only upon unsatisfactory resolution of a grievance with a Neighborhood Association may the grievant appeal to the District Coalition and the OCCL as indicated in the OCCL Standards. Parties involved are encouraged to request free mediation from the current OCCL-designated mediation assistance service
Section 1: Submission 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 appear on the agenda of the Board, standing or special committees, or general, special or emergency meetings.
Section 2: Notification
The proponent and members directly affected by such proposal shall be notified in writing of the place, day, and hour the proposal shall be reviewed not less than ten (10) days in advance.
Section 3: Attendance
The proponent may attend this meeting to make a presentation and answer questions concerning the proposals
Section 4: Dissemination
The neighborhood association shall submit recommendations and dissenting views as recorded from the meeting to the proponent and other appropriate parties.
ARTICLE XI: PUBLIC MEETINGS/PUBLIC RECORDS REQUIREMENT
The neighborhood association shall abide by all the requirements relative to public meetings and public records as outlined in the OCCL Standards adopted July, 2005. Official action(s) taken by the neighborhood association must be on record or part of the minutes of each meeting. The minutes shall include a record of attendance and the results of party vote(s) taken. A summary of dissenting views should be transmitted along with any recommendation made by the neighborhood association to the City. Official records will be kept on file at the coalition office.
ARTICLE XIII: NONDISCRIMINATION
The neighborhood association will not discriminate against individuals or groups on the basis of race, religion, color, sex, sexual orientation, gender identity, age, disability, legal citizenship, national origin, income, or political affiliation in any of its policies, recommendations or actions.
ARTICLE XIV: ADOPTION AND AMENDMENT OF BYLAWS
All amendments to these bylaws must be proposed in writing and submitted to members at least seven (7) days before voting on their adoption may proceed. Notice of a proposal to amend the bylaws, specifying the date, time and place for consideration, must be provided to all members at least seven (7) days before voting. Adoption of and amendments to these bylaws shall require a two-thirds (2/3) vote by the members present at a general meeting.
Last revised: January 2023