APNBA By-Laws Calendar   Resources   Home

Contents Name Purpose Membership Directors Committees Officers Dues & Fundraising General Provisions Indemnity Parliamentary Authority Non-discrimination Dissolution Bylaws Amendment

ARTICLE I - NAME The name of the association shall be the Alliance of Portland Neighborhood Business Associations, hereinafter referred to as APNBA. Incorporated under the laws of the State of Oregon, it shall operate exclusively as a mutual benefit corporation as defined in the Oregon Nonprofit Corporation Act hereinafter called the Act. ARTICLE II - PURPOSE Section 1. The APNBA is organized and operated exclusively for non-profit and charitable purposes. Its objective is to promote the general business welfare of business district associations (BDAs) in Portland, Oregon. Section 2. The goals shall be (but not limited to): Providing training and tools to strengthen new and existing business district associations and assisting in their development through public relations, marketing, and membership expansion. Creating a clearing house for gathering and disseminating information. Acting as a conduit between the government and Portland’s BDAs through communication and advocacy. Improving relationships with neighborhoods. Working to simplify government regulation and efficiency vis-à-vis business. ARTICLE III - MEMBERSHIP Section 1. All business district associations within the city of Portland, Oregon, are eligible for membership. The official list of BDAs shall be maintained by the Secretary of the APNBA. What constitutes a business district association shall be determined by the Board of Directors. Section 2. Meetings of the members shall be held at such place as determined by the Board of Directors. Section 3. An Annual meeting of the members shall be held on the fourth Monday in April at such time as the Board of Directors shall designate for the purpose of electing Directors and the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Oregon, such meeting shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated herein for the annual meeting of the members, or any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as convenient. Section 4. Special meetings of the members for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President at the request of not less than one-fourth (1/4) of the members. Business transacted at any special meeting shall be confined to the purpose or purposes stated in the notice of such meeting. Section 5. Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be sent not less than seven (7) or more than thirty (30) days before the date of the meeting, by or at the direction of the officers or person calling the meeting. Notice shall be to each member at his or her address, email address or telephone number as it appears on the Corporation records. Section 6. The members present at a meeting shall constitute a quorum at all members' meetings for the transaction of business, provided that at least nine (9) BDAs are represented. Section 7. When there is a quorum at any meeting, the vote of a majority of the members present and voting shall decide any question brought before the meeting, unless the laws of the State of Oregon impose a different requirement. Section 8. Each member BDA shall be entitled to one vote on each matter submitted to a vote at a meeting of the members. ARTICLE IV - DIRECTORS Section 1. Each business district association shall be entitled to one Director on the Board. At no time shall the number of Directors fall below nine (9). Each BDA is responsible for selecting a representative according to their procedure and informing the Secretary at least two weeks before the annual meeting. Directors must work for or own a business or a business property in Oregon. To be eligible to serve as a Director, a person may not be employed by government or as paid staff of the business district association they wish to represent. Section 2. Term of Office. Directors shall serve for a term of one year. No later than two weeks prior to each Annual Membership Meeting, the BDAs shall notify the APNBA secretary of the Directors selected to serve. The terms of Directors shall begin at the end of the Annual Meeting of the Membership except when vacancies are filled. Directors must be present to be elected. Section 3. The business and affairs of the Corporation shall be managed by the Board of Directors. Section 4. Any vacancy occurring in the Board of Directors must be filled by the BDA the Director represents. A Director elected to fill a vacancy shall be elected for the unexpired portion of the term of his predecessor in office. Any Director with three (3) unexcused absences during his term shall be considered to have resigned. Section 5. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Oregon. The Board shall meet a minimum of ten times a year on the second Monday of the month unless otherwise ordered by the Board. Section 6. Special meetings of the Board of Directors may be called at the request of the President, or at least one-fourth (1/4) of the Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Oregon, as the place for holding any special meeting of the Board of Directors called by them. Section 7. Notice of any special meeting shall be given not less than seven (7) nor more than thirty (30) days prior thereto by written notice delivered personally, mailed by any electronic means to each Director at his or her business, or by telegram or fax. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Section 8. One-third (1/3) of the total number of the Directors then in office shall constitute a quorum for the transaction of business at a meeting of the Board of Directors. The act of the majority of the Directors present at a meeting attended by a quorum shall be the act of the Board of Directors. ARTICLE V - COMMITTEES Section 1. Committees of the Board. The Board of Directors may create committees and appoint persons to serve on them. Each committee shall have three or more members, at least one of them being a member of the Board of Directors. The creation of a committee, and appointment of members to it, or designation of a method of selecting committee members, must be approved by a quorum of Directors meeting when the action is taken. Section 2. Conduct of Meetings. Each committee shall conduct its meetings in accordance with the applicable provisions of these Bylaws relating to meetings and action without meetings of the Board of Directors. Each committee shall adopt any further rules regarding its conduct, keep minutes and other records and appoint subcommittees and assistants as it deems proper. Section 3. Executive Committee This committee shall consist of all current officers of the corporation plus one at large member of the Board of Directors. Said at large member shall be elected by the Board of Directors at the same time as the officers, also serving a term of one year with no limitation as to number of terms. The President may, in his or her judgment, also appoint additional persons on an "as needed" basis, subject to confirmation by the Board of Directors as specified in Section 1 above. ARTICLE VI - OFFICERS Section 1. The principal officers of the Corporation shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer, and an Immediate Past President, each of whom shall be elected by the Board of Directors. The Corporation may also have such other officers and assistant officers as may be deemed necessary and as may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, with the exception of President and Secretary. Section 2.The Board of Directors at its first regular meeting following the annual meeting shall elect a President, one or more Vice Presidents, a Secretary, and a Treasurer, each of whom must be a member of a business district association. To be eligible to serve, a person may not be employed by government or as paid staff by any business district association. Section 3. The Board of Directors may elect or appoint other agents and officers. Section 4. The officers of the Corporation shall hold office for a period of one (1) year or until their successors are chosen and are qualified. Officers may serve a maximum of three consecutive terms in one office and shall not be eligible again for that same office until after the lapse of one year. If the office of any of the officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors. PRESIDENT Section 5.The President shall be the chief executive officer of the Corporation; he or she shall preside at all meetings of the members and Board of Directors; he or she shall have general and active management of the business of the Corporation; and he or she shall supervise the execution of all orders and resolutions of the Board of Directors. Section 6.The president shall normally execute all documents except when the law or Board of Directors requires or authorizes another agent to execute a document. VICE PRESIDENT Section 7.In the absence or disability of the President, the Vice Presidents, in order of their rank as fixed by the Board of Directors, shall perform the duties and exercise the powers of the President. Each Vice President shall perform such other duties as the Board of Directors shall prescribe. SECRETARY Section 8. The Secretary, or his or her designate, shall attend all sessions of the members and Board of Directors and record the minutes of all proceedings. The Secretary shall give, or cause to be given, notice of all meetings to the members and members of the Board of Directors. Until the Treasurer is elected, the Secretary shall perform the duties of the Treasurer as set forth below. The Secretary shall maintain the roster of appointed Directors. TREASURER Section 9. The Treasurer shall have custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements in the Corporation books, and shall deposit all moneys and other valuables in the name and to the credit of the Corporation, in the depositories designated by the Board of Directors. Section 10. The Treasurer, or his or her designates, shall disburse the funds of the Corporation when proper to do so, and obtain receipt for the disbursements, and shall render to the President and Directors at the regular meetings of the Board, or whenever they may require, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. PAST PRESIDENT Section 11.The Past President shall be someone who has served as President of the Corporation. The Past President may be assigned such duties as the President or the Board of Directors shall direct. ARTICLE VII - DUES & FUNDRAISING The Board of Directors may adopt a schedule of suggested dues. The Board shall, from time to time, prepare budgets for particular projects of the Corporation and shall solicit members and non-members with respect to funding of such projects. ARTICLE VIII - GENERAL PROVISIONS All checks or demands for money and notes of the Corporation shall be signed by the officer or officers or other person or persons that the Board of Directors designate. ARTICLE IX - INDEMNITY OF DIRECTORS AND OFFICERS The organization shall indemnify to the fullest extent permitted by Oregon law any person who is made, or threatened to be made, a party to an action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit, or proceeding by or in the right of the organization) by reason of the fact that the person is or was an officer of the organization, or serves or served at the request of the organization as an officer. This indemnification is provided if the person proceeded in good faith, reasonably believed the conduct was in the organization’s best interests, and in the case of any criminal proceeding, the person had no reasonable cause to believe the conduct was unlawful. The right to and the amount of indemnification shall be determined by the Board of Directors in accordance with the provisions of Oregon law in effect at the time of the determination. ARTICLE x - PARLIAMENTARY AUTHORITY Parliamentary authority shall be the current edition of Robert’s Rules of Order Newly Revised in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the ARTICLE XI - NON-DISCRIMINATION APNBA will not discriminate against individuals or groups based on 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 XII – DISSOLUTION OF THE CORPORATION After paying or adequately providing for the debts and obligation of the corporation the remaining assets shall be distributed to a non-profit fund, foundation, or corporation which has established tax exempt status under Section 501 (c) (3) of the Internal Revenue Code. ARTICLE XIII - AMENDMENT OF BYLAWS The Bylaws of the Corporation may be altered, amended or replaced and new bylaws may be adopted by the following procedure: The proposed change must be presented at a regular meeting of the Board of Directors. The notice of such a meeting must include designation of the change. The proposed change may be voted on at the following regular or special meeting of the Board of Directors. The notice of such meeting must include designation of the change. In order to become effective, the proposed change must have the affirmative vote of two-thirds (2/3) of the total number of board members of the APNBA present and voting at the regular meeting or a special meeting called for that purpose.     Date approved __10/08/2007____     __Jean Baker_________________       Jean Baker, President