Introduced October 15th, 2019 by the undersigned members of the Mills Neighborhood Association for consideration and adoption.

ARTICLE I: NAME, BOUNDARY AND PURPOSE

Section 1. Name and address of incorporation

Mills Neighborhood Association, hereinafter referred to as the Association, incorporated in the State of Oregon, County of Klamath, City of Klamath Falls.

Section 2. Boundary

The boundary and eligible membership of the Mills Neighborhood Association shall include all owners of real properties, owners of businesses operating, and residents with an address within the following boundaries:

1. East of the railroad property between South Sixth Street and Esplanade Avenue;
2. North of Shasta Way East of the Division St. intersection;
3. North of South Sixth Street;
4. South of the Crater Lake Parkway;
5. All property within the Klamath Falls City boundary north of Shasta Way and West of Crest St., and South of South Alameda Ave., to include the Arthur Village Townhouses.

Section 3. Purpose

The purpose of the Mills Neighborhood Association is to propose, develop, and advocate for improvements to infrastructure, facilities, property, and business activities within the boundary described in Section 2.

This purpose includes the development of community awareness and communication, and the Association will engage the membership by enfranchising all its members with opportunities to participate in decision making. These opportunities include voting and participating in committees, among others.

Section 4. Structure

The Association is comprised of a Governing Board and a separate Membership Council that includes all registered, voting members of the Association that do not hold a Board position.

No statement in these bylaws shall be construed to deny the rights of the people reserved by them from the State of Oregon and the United States of America.

ARTICLE II: MEMBERSHIP COUNCIL

Section 1. Qualifications for Membership

The Membership Council is open to owners of real properties, owners of operating businesses, and residents living within the Boundary of the Mills Neighborhood, as described in Article I, section 2. All other parties interested in partnering with the Association do so with the understanding that they are not entitled to a vote on any decision presented at any meeting held by the Association.

Section 2. Member Registration

Becoming a registered member of the Association requires that the individual meets residential or property ownership requirements under Article I, section 2. They must also provide:

• Their first and last name;
• Current address of residence or properties owned, or principal place of business;
• Email address or phone number.

After attending one (1) Board Meeting and one (1) General Membership Meeting, the individual becomes a registered member of the Association. An employee of a business operating within the boundary of the Mills Neighborhood can be designated as a proxy by the business owner or operator through written notice to, and written approval from, the Governing Board.

To retain registered status, one must resubmit the above-listed information to the Secretary no later than one month before the Annual Meeting.

A record of registered voting members shall be kept by the Secretary in a secure location. The record of the names of registered members may be requested at any time by a Member of the Membership Council. The request constitutes a motion, which must be seconded and occur at a General Membership meeting to be recognized.

Section 3. Membership Council Rights

All registered Membership Council members are entitled to:

• Vote on motions related to any adopted agenda;
• any action regarding a debate;
• introduce new business;
• vote to hold a work session within their committees, related to Association business.

Section 4. Voting Rights

All registered members of the Membership Council have the right to vote. To be acknowledged, the motion must receive a simple seconding acknowledged by the President at all regular meetings. Votes can be cast with regard to the following actions by the Governing Board:

• activities or new projects;
• distribution of funds not related to regular Governing Board expenses;
• acquisition of property or leases;
• incurring new expenses or debts;
• dismissal or appointment of Governing Board members.

Section 5. Termination of Membership

No member of the Membership Council shall be removed without a vote held at a General Meeting with at least 10 members of the Membership Council in attendance (not including the member in question).

ARTICLE III: MEETINGS OF MEMBERS

Section 1. Annual Meeting

The statutory Annual Meeting shall be held on the second Tuesday of October.

Section 2. Regular Meetings

General Membership Council meetings shall be held the first Tuesday of each calendar month. A quorum of 5 registered members of the Membership Council is required to hold a meeting. Any official business conducted by such Membership Council meetings will be given to the Governing Board, and will be recorded in the Governing Board’s minutes. Any items related to Section 2 of this Article discussed by at least 5 members of the Membership Council shall be placed on the official agenda of the next General Meeting by the Secretary of the Governing Board.

Section 3. Time and place of meeting

Each meeting of members shall be held at a time and place determined by the Board and shall be specified in the notice of the meeting.

Section 4. Notice requirements

No meeting shall be held without notice to the Mills Neighborhood Association’s website or publication of record at least 7 days prior to the meeting.

Section 5. Quorum

All members present shall constitute a quorum. Certain decisions have specific quorum requirements, which can be found in the sections covering those special circumstances.

Section 6. Procedural authority

All meetings will be conducted in accordance with the Bylaws of this organization, and shall follow, to the best of any convening body’s ability, Robert’s Rules of Order.

ARTICLE IV. GOVERNING BOARD

Section 1. General powers

The legal responsibility for the control of the Organization shall be vested in the Governing Board.

Section 2. Qualifications
Membership on the Board is open to any registered member of Membership Council in good standing with the Organization, and who has been a registered member of Membership Council at least one year prior to becoming a candidate.

Section 3. Election and term of office
The nomination of President, Officers, and registration of voting members of the Membership Council shall occur at the annual meeting in October. The President shall be nominated by at least 5 residents of Mills Addition (as described in Article I Section 2) and shall be elected by a majority of at least 10 members of the Membership Council, as described in Article II Section 1. All other Board Officers require at least 1 nomination and the majority vote of at least 10 Membership Council members. The term of the President and all other Governing Board members shall be no more than 2 years.

The last day for a nomination of President and the date for any election shall be the annual meeting in October. Any meeting related to candidate nomination must occur at a location physically accessible to all eligible members within the Mills Addition Boundary defined in Article I Section 2.

Section 4. Governing Board Meetings
Governing Board meetings shall be held the third Tuesday of each calendar month. A Governing Board Meeting shall require a quorum of at least 3 Governing Board Members and one member of the Membership Council. Voting is conducted via a simple majority, and the President only votes in the event of a tie. A meeting can be canceled by two thirds majority vote of Board members with at least 7 days notice to the membership. Emergency cancelations can be done with less notice, but the reason for canceling must be clearly communicated to the membership.

Section 5. Removal
a) any Board member may be removed from their position by affirmative vote of two-thirds of the Board Members at a Board meeting and at least 10 members of Membership Council present. Such action may only be taken at a regular meeting with not less than thirty (30) days written notice of the proposed removal. This notice shall have been duly given to Membership Council, or as part of the notice of the meeting.

b) Such removal must be accompanied with good cause and the Board member involved shall be given the opportunity to be present and to be heard at the meeting at which removal is considered. However, two consecutive unexcused absences from Board meetings will constitute automatic removal.

c) The removal of a Governing Board member may be initiated at a regular meeting of the members by a motion made at the meeting. More than one Board member may be considered for removal under a single motion for removal, but vote on the motion for removal shall be separate as to each Board member.

d) After one year, upon written request, signed by a suspended, expelled, or terminated member, the Board by affirmative vote of two-thirds (2/3) of the members, may reinstate a former member on such terms as the Board may deem appropriate.

e) Prior to the annual meeting, each current member of the Governing Board who is not completing their term shall provide the Secretary with a written statement that they are willing and able to continue to serve on the Board and participate in meetings. Any member not providing such a statement shall be removed from the Board. At the annual election of Board members, a new member shall be elected to fill the remaining term of each Board member so removed from the Board.

Section 6. Vacancies
a) Any vacancy occurring on the Board shall be filled by the nominee that received the second most votes at the most recent election. The vacancy shall be filled at the next meeting at which the vacancy occurs or at the first Board meeting following the vacancy. A Board member shall serve for the unexpired term of the predecessor in office.

b) A person filling an unexpired vacancy will serve only for the remainder of the term of that vacancy and is eligible to run for a Board position on their own.

Section 7. Duties and power of each officer
a) President – the President shall preside at all meetings of the Board. They may sign with the Secretary or any other proper officer of the organization authorized by the Board, any deed, mortgage, bonds, contracts, or other instruments that the Board has authorized to be executed. The exception is cases where the signing or execution thereof shall be expressly delegated to another officer or agent of the organization. The President may call upon the general membership to serve with Board members on special and select committees based on their knowledge or expertise.

b) Vice-President – In the absence of the President or in the event the President’s ability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting shall have all of the restrictions and privileges of the President. The Vice-President shall perform other duties as assigned by the President or by the Board. The Vice-President shall serve as the chair of the Budget Committee.

c) Secretary – the Secretary shall keep the minutes of the meetings of the Board in at least one publicly accessible location, and see that all notices are duly given in accordance with the provisions of these bylaws. They act as custodian of the organization’s records and see that the execution of signed documents is done so in accordance with the provisions of the bylaws. Keep a record of all registered members of the organization, and in general perform the duties incident to the office of Secretary, and other duties as assigned by the President or the Board. The Secretary shall make available to any Board member upon request, all records, documents, reports or records of any kind, official or unofficial for their review. All requests from Board members are to be answered within ten (10) working days of receipt. Within 15 days of the adjournment of a board meeting, the Secretary shall distribute a draft copy of the minutes to all Board members. The Secretary may, in their absence or inability, designate a registered member of the organization to record minutes at a general membership meeting. It remains the Secretary’s responsibility to notify at least two Board members of the replacement and to produce minutes for general meetings. A registered member can request a copy of the minutes from any meeting, and the Secretary must respond within ten (10) working days of receipt.

d) Treasurer – The Treasurer shall have charge and custody, and be responsible for, all funds and securities of the Association, receive and give receipts for funds due and payable to the Association from any source, and deposit such funds in the name of the Association in such bank, trust, corporation, and other depositories as shall be selected in accordance with the bylaws. In general, they will perform all the duties incidental to the office of Treasurer, and such other duties as assigned by the Board. The Treasurer shall ensure that financial records of the Organization are reviewed annually at the time of taking office and at the time that annual IRS filings are prepared. Additionally, financial records shall be audited every five (5) years by a Certified Public Accountant without any conflict of interest. The audit report must be submitted to the Governing Board and made available to the membership upon request.

e) At-Large Officers – Three (3) At-Large officers will be nominated and voted into office during the Annual Meeting. These officers retain all of the general privileges and responsibilities of Board members. They may be assigned to specific committees or tasks by the President or other officers of the Board, with consent.

Section 8. Employees/Self-employed Contractors
The Board may hire such full or part-time assistance as is needed to carry out the program of the Organization. The salary, wage, fees, and other terms of the contract or employment shall be set by the Board. The Board may enter into contracts or employment with such employees on behalf of the Organization. The Board is the authority for hiring or terminating such employees and no board member or registered member of the Organization shall take such action without Board consent.

ARTICLE V. COMMITTEES

Section 1. Committee Formation
Committees may be formed by the Officers and President of the Governing Board by a unanimous vote of their quorum, with the exception of the Executive Committee and the Budget committee. The task of all special committees and their starting and ending dates should be clearly indicated to the Board. Any member in good standing may request to work with a committee and shall be assigned to tasks as appropriate by the committee Chairperson. All committees must be comprised of at least three members, with members drawn from the Membership Council or the At-Large members of the Governing Board, or both. The Governing Board shall fill any vacancy of a Committee described in Section 1 of this Article within 30 days.

Section 2. Executive Committee
This committee is responsible for setting the overall direction of the Board, providing support and leadership, developing meeting agendas and monitoring/coordinating the activities of the designated Board. It is the primary objective of the committee to assure the ongoing viability and effectiveness of the organization. This committee shall consist of all officers of the Board, and the Chairpersons of each committee. The Executive Committee shall meet the second week of the month on a schedule determined at the annual meeting.

All decisions of the Executive Committee must be ratified at the next Board meeting. In the event a Chairperson’s position has been vacated, or they are unavailable, a Committee may appoint one of their members to attend a meeting of the Executive Committee. The Executive Committee shall meet once a month.

Section 3. Budget Committee
This committee consists of all officers and standing committee chairs who shall meet at least one time annually to report and discuss goals for the upcoming year, make progress reports, and adopt the annual budget for the upcoming year.

Section 4. Committee responsibilities
All active committees are responsible for making their own meeting announcements, setting agenda items, and recording minutes. All committee reports shall be submitted in writing, to the Board Secretary, at least one week before the next scheduled Board Meeting. A copy of the minutes or notes from committee meetings must be given to the Board Secretary for retention.

ARTICLE VI: FINANCIAL TRANSACTIONS AND RECORDS

Section 1. Transparency of records
The Mills Neighborhood Association shall maintain a regular mailing address, phone number, and email address for conducting regular business. The Association shall also maintain a website for the purpose of public engagement to be monitored at the discretion of the Governing Board.

The Association shall keep correct and complete financial records of accounts and shall also keep minutes of the proceedings of its Members, Governing Board, and Committees. A record giving the names and addresses of members entitled to vote will also be maintained by the Governing Board. All books and records of the Association may be inspected by any member or agent or attorney for any proper purpose at any reasonable time. All books and records of outgoing officers shall be turned over to new officers and kept in accordance with prescribed law.

Section 2. Checks, drafts, and deposits
No account shall be opened in the name of the Mills Neighborhood Association or with the use of its federal tax ID number without board approval and the Treasurer of the Association having access to such account(s) and statements.

All checks, drafts, or orders for the payment of money, notes or other indebtedness issued in the name of the Association shall be authorized by the Treasurer and one other officer of the Governing Board, unless incapacitated. If the Treasurer is incapacitated, then two Board members may authorize the transaction. With each election of new officers, the Board will, by resolution, designate the signatures on Association accounts. All funds of the Association shall be regularly deposited in such depositories as the Board may select. The Board may accept on behalf of the Association any contribution, gift, bequest, or goods for the general purposes of the Association.

Section 3. Fiscal year
The Association shall operate on a fiscal year in compliance with the incorporation requirements of the State of Oregon.

ARTICLE VII. AMENDMENTS AND EXECUTION

Section 1. Amendments
These bylaws may be amended in the following ways:

a) A quorum of Membership Council members submits a change by written request. This request can either be submitted directly to the Secretary, who shall submit such proposals to the Governing Board within 30 days of its receipt, or to the Membership Council for a two-thirds majority vote at the next General Membership meeting. If a change is on the agenda via the above-mentioned process, the President must call a vote on the proposed changes.

b) The Governing Board submits a change by written request to the Membership Council, which conducts a vote. A two-thirds majority is required to accept the change(s). In both cases, the Governing Board is obligated to formally accept the changes that are approved by majority decision of the Membership Council.

Section 2. Execution
A quorum exists, and the Governing Board has unanimously decided to adopt and immediately implement these bylaws. The Board acknowledges a majority of the General Membership present consents to these bylaws.

Date of meeting: 11/5/2019