Bylaws

Bylaws Uplands Neighborhood Association (UNA)

Amended 10/9/2019

ARTCLE I. NAME

The name of the association is the Uplands Neighborhood Association (UNA)

ARTICLE II. PURPOSE

The purpose of the Uplands Neighborhood Association hereafter the “Association”, is to pro-

vide a forum for the membership to discuss matters of common concern and to represent the

views of the members before public bodies. Matters of common concern include, but are not

limited to, the livability of the neighborhood, city, and region: participation in all phases of gov-

ernment processes with special emphasis on planning and land use, e.g., land use, zoning,

housing, community facilities, human resources, social and recreational programs, traffic and

transportation, and environmental quality; and ongoing communication with Governments.

The Association may also undertake such activities as authorized for neighborhood associations

pursuant to the applicable City of Lake Oswego’s citizen Involvement Guidelines and those cor-

responding to state wide mandate for citizen involvement.

ARTCLE III. MEMBERSHIP AND BOUNDARIES

Section 1. Membership shall include the following persons residing or owning property or busi-

ness within the neighborhood association boundaries.

A) Residents who are eighteen of age or older including long term renters

B) Owners of Property

C) One Representative of nonprofit organizations

D) One Representative of public schools or religious entities

E) One Owners or managing agent of a business

Section 2. Each member is entitled to vote on issues submitted to the membership and at each

bi-annual General Membership meeting.

Section 3. There are no dues or fees for membership. The association may seek voluntary con-

tributions from members and may conduct fund raising functions when the Board directs.

Section 4. The boundaries of the Association at the time of formation are as depicted on the at-

tached map marked Exhibit A. The boundaries of the Association may be amended from time

to time by the City Council of the City of Lake Oswego, pursuant to Citizen Involvement Guide-

lines.

ARTICLE IV. BOARD OF DIRECTORS

Section 1. The Board of Directors, the “Board”, consists of up to fifteen (15) members. Eleven

(11) General Members and Four (4) officers.

Section 2. The board may appoint committees for specific purposes annually. Heads of these

committees will be appointed by the President and elected by a majority vote of those board

members present at regular board or either bi-annual general meeting. The committee chairs

and committee members will be selected from those serving as general board members.

Section 3. Any vacancy on the board is filled by majority vote of the remaining board members

of the Board. The member so elected fills the position until the next General meeting i which

elections to board positions are held.

Section 4. Board Meetings

A) Meetings of the Board may be convened by any three members of the Board. Board

meetings will be held at times and places fixed by the Board. The Board will meet at least semi-

annually.

B) All meetings of the Board are open to the general public and are held in public loca-

tions/facilities as appropriate for the meeting agenda, except for executive sessions as provided

by the Oregon Public Meetings Law, ORS 192.660. Other than Emergency Board Meetings as

provided for in Section 3 b, notice of Board meetings, with a written agenda will be provided as

follows:

1. Notice to all Board members. Notice to Board members of any regular or spe-

cial meeting will be given to each director at least seven (7) days prior to the day of such meet-

ing and shall state the time, place, and agenda items of the meeting.

2. Notice to the Association and Other Persons. Notice stating the time and

place of Board and General Meetings shall be given seven (7) days prior to the day of such

meeting as follows:

a) Posted in Nextdoor

b) Provided to the City of Lake Oswego for posting in Hello LO

c) Provided to the Lake Oswego Review

d) Posted on four prominent curbside locations in Uplands

3. Written Notice

a) Written notice will be provided to all known residents of the two annual

General Meetings two weeks prior to these meetings with postage paid by and addresses on file

with the City of Lake Oswego utilizing a format which provides an agenda of topics to be cov-

ered, the time ,and place of the meeting.

C) In an emergency or in extraordinary circumstances requiring prompt action an Emer-

gency Meeting may be conducted. Emergency Board meetings may be held after advising ex-

isting board members by e mail, phone, or fax 24 hours in advance. The reason for the meeting

with minutes recording its proceedings will be reflected in the minutes of the next regularly con-

vened board meeting. Emergency meetings may be conducted by phone.

D) A quorum consists of the simple majority of the Board of directors

E) The board of directors will comply with the Oregon Public Meetings and Records Law

(ORS 192.610 et seq.) for those items that the Association gives or recommendations to any

government body, Commission, or committee.

Section 4. The duties of the Board of Directors are:

A. To transact the business of the Association between general membership meetings

B. To order the the expenditure of funds of the Association for operating expenses which

have been approved by the board prior to being incurred and supported by original receipts.

C. To appoint committees and assign tasks to those committees.

D. To present a report of its activities and policy positions at General Membership meet-

ings.

E. To establish agendas and assign priorities for all meetings of the general member-

ship.

F. To consider proposals as provided in Article V!!, section 4.

G. To establish and maintain a continuing liaison between the Association and officials

and departments of the City of Lake Oswego, other government bodies, other neighborhood

associations or groups.

H To discuss at each board meeting materials the City of Lake Oswego has provided.

I To inform membership and to solicit opinions on any issue which, in the opinion of the

Board, significantly affects the neighborhood.

J. After seeking views of people affected by proposed policies, to adopt positions or

stands for the Association and present majority and minority reports before public and and gov-

ernmental bodies. Positions adopted by the board may e revised by the membership at general

association meetings.

K. To inform the City of Lake Oswego at least seven (7) days prior to the meeting of the

date, time, and place of each board meeting and of the issues addressed at such meeting by

providing the city with minutes of the meeting within seven (7) days of such meetings.

L. To recommend action, policy or comprehensive plan amendments to the City of Lake

Oswego, or its agencies, on any matter affecting the livability of the neighborhood.

M. To conduct officer elections per Section A. VI. on an annual basis, by a simple majori-

ty vote from among the general membership.

O. Review proposed City of Lake Oswego budget items and make recommendations as

to neighborhood improvements.

P. to Communicate with other neighborhoods associations regarding mutual concerns.

Section 5. Term

The term of regular Board members shall be for two years.

ARTICLE V. OFFICERS

Section 1. The officers of the Association consist of President, Vice-President, Secretary, and

Treasurer and such officers as established from time to time by a resolution of the membership

at an annual general meeting.

Section 2. Offices are elected to one year terms.

Section 3. The duties of offices are:

A. The President presides at all meetings of the Association and the Board of Directors;

serves as the official contact for all written and oral communications with the Association; per-

forms all duties of supervision and management as pertains to the office of the President;

serves as alternate signer of all Association checks, and performs such other duties as may be

designated by the Board.

B. The Vice-President serves in the absence of the President; serves as chair of the

nominating committee, and performs such other duties as the Board may designate.

C. The Secretary keeps minutes of the annual General Meetings of the Association, and

of all meetings of the board; notifies all Officers and Directors of their election, and performs

other functions as may be incident to the office. Sends a copy of minutes approved by the offi-

cers of the Board, to the City of Lake Oswego and all board members within 7 days of minuted

meetings. Files the names addresses and contact numbers of Board members with the City of

Lake Oswego and provides updates as needed if there are any changes. Provides information

on meeting times, dates and locations of all meetings to the appropriate parties as numerated in

Article 4 Section 2 B a minimum of 7 days prior to meetings.

D. The Treasurer collects and receives all money contributed to the Association; de-

posits it in a bank account designated by the Board, disburses the same only upon order form

the Board; presents statements to the Board at each meeting and presents a re[report at bi-an-

nual general membership meetings; and is together with the President, the authorized signatory

on checks. The Treasurer shall track and retain all expenditure receipts and shall report dis-

bursements to the Board and general membership.

ARTICLE VI. ELECTIONS

Section 1.

A. To be able to in an election of the Association, the member must be present.

B. All candidates for director or officer must be present, or if not present, must submit a

signed statement affirming their candidacy for the director or officer position.

C. Members of the board of directors are elected by a simple majority vote of those As-

sociation members present and voting at the meeting.

D. Elections for officers shall be conducted by the Vice President of the Association,

and shall utilize written ballots to be tallied by volunteers from the general membership present

at the meeting, and reported to the Secretary for inclusion in the meeting minutes.

E. Standing Committee chairs will be ratified as part of the election process at the Gen-

eral Membership meeting and in accordance with Article VII, section 2.

ARTICLE VII. GENERAL MEMBERSHIP MEETINGS

Section 1. General membership meetings are held at least twice per year. Additional meetings

may be called by the Board. The board will call an annual membership meeting within 15 days

if such a meeting is requested in writing by at least 20 members of the Association.

Section 2. Written notice of the annual general membership meetings and election of the Board

of Directors shall be distributed to all members of the neighborhood association and the City of

Lake Oswego, Notice of General membership meetings shall be posted and reported in the

same manner as set forth in Article IV, 4, (B2).

Section 3. A quorum for General Membership meetings consists of those members present but

in no case less than 5. Except as provided in Article IX, a determination of any question or is-

sue at a general membership meeting is as a majority of those voting on the question or issue.

Section 4. Any member may present proposals for action at any general membership or Board

meeting or to any director.

ARTICLE VIII. COMMITTEES

Section 1. Committees are established by the Board as needed and the Board shall designate

term lengths for the committee members and the duration of the committee, The members of

various committees are appointed by the Board.

Section 2. The following committees are standing committees of the Board pursuant to the

adoption of a neighborhood planning process: Emergency Preparedness, Land Use, Open Spa-

ces and Recreation, Transportation and Natural Resources, Neighborhood Involvement. Addi-

tional committees may be created at the discretion of the Board.

Section 3. Nominating Committee. The Association Vice-President chairs the Nominating

Committee. Suggestions for Board, Officers, and standing committee chairs may be given to

the nominating committee by any member of the Association, and the Nominating committee will

actively seek qualified and available members to stand for election to the Board.

Section 4. Members of the association or of other neighborhood associations not represented

on the Board but with area expertise may serve on any Association committee with the prior ap-

proval of the Board.

ARTICLE IX. AMENDMENTS

These by-laws may be amended through a general membership meeting of the Association by a

two-thirds favorable vote of the membership present. Before a membership vote can be taken,

the text of the amendment must be read in full, a copy of the text must be reasonably available

to the membership, and notice of the proposed amendment must be given in accordance with

Article VII Section 2. No provision of the Bylaws required by the City of Lake Oswego’s Citizen

Involvement Guidelines may be amended without the consent of the City of Lake Oswego.

ARTICLE X. PARLIMENTARY GOVERNMENT

Robert’s Rules of Order govern the procedures of the Association and the Board when not cov-

ered by the Bylaws provided, except, however, that fairness, common sense prevail over tech-

nicalities of Robert’s rules in each instance. The President or a designee is the Parliamentarian

at general meetings and the meetings of the Board. The Parliamentarian’s decision may be

overruled by a majority at either meeting.

ARTICLE XI. COMPENSATION

The Officers and Board of Directors of the Association are not entitled to receive any compensa-

tion, except for reimbursement of expenses. The Board may authorize reimbursement for actu-

al authorized expenses incurred by any member of the Association.

ARTICLE XII. RECORDS

Minutes of the general membership and board meetings shall be filed with the City in accor-

dance with Article V, Section 3 (c). Treasurer records will be maintained in accordance with Arti-

cle V, Section 3 (d). Associations minutes, actions, etc. to be maintained by the President.

ARTICLE XIII. AUTHORITY

These Bylaws implement the Citizen Involvement Guidelines of the City of Lake Oswego and

Statewide Planning Goal One, Citizen involvement.