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South East Salem Neighborhood Association Bylaws

October, 2008

ARTICLE I NAME

The name of this organization shall be the Southeast Salem Neighborhood Association, hereafter referred to as SESNA.

ARTICLE II AREA

The area encompassed by SESNA shall be bounded as follows: Beginning at the intersection of State and 12th Street, south along 12th Street to Mission; then one lot line west and along the westerly line of lots immediately facing 12th Street south to McGilchrist; then east along McGilchrist to the intersection of McGilchrist and the Southern Pacific Railroad tracks, then southeast along the railroad tracks to the intersection of Madrona and the tracks; then northeast along Madrona to 25th Street; north along 25th to Mission Street; east along Mission to the eastern city limits just past Interstate 5 to State Street; and west along State Street to the beginning.

This area shall furthermore be divided into four sections in the following manner: Mission Street shall first divide the area in half in an approximate east-west direction; 21st Street from State to Mission shall divide the northern portion; 22nd street from Mission to McGilchrist shall divide the southern portion.

ARTICLE III PURPOSE

The purposes of this organization shall be exclusively civic and social; to promote, coordinate, and implement all aspects of community planning through neighborhood participation and advice to Salem City Council; to provide a vehicle for maximum participation in promoting the livability and environment of the neighborhood; to provide an opportunity for members to participate together in their mutual interests and to promote and coordinate communication among its members and between neighborhood and city government, all of which is not for profit.

This association shall be nonpartisan and will assist in the dissemination of information on all matters affecting the growth and development of the above-described neighborhood.

ARTICLE IV MEMBERSHIP

Section 1. The general membership shall be open to all residents including property owners, renters, and sole appointed representatives of businesses in this neighborhood who are interested in contributing their time and effort to the objectives of this Association.

Section 2. Each member shall be entitled to one vote. The chairperson shall only vote to resolve a tie vote.

ARTICLE V THE EXECUTIVE BOARD

Section 2. The Executive Board shall consist of between five (5) and fifteen (15) board members (including officers), five (5) of which are geographically representative of the neighborhood. The actual number of members shall be determined by a resolution of the Board.

Section 3. Board members shall be elected by a majority of votes cast by the general membership at the annual meeting held in the fall of each year. When applicable, interest groups within the neighborhood shall have appropriate executive board representation.

Section 4. All elected board members shall serve a one-year term.

Section 5. Vacancies on the Board shall be filled by a majority vote of the Board members and shall be ratified by a majority vote by the membership present at the next general membership meting. The term of office for the Board member filling a vacancy shall be until the next annual meeting.

Board members who absent themselves from four consecutive meetings may be removed by the board.

Section 6. Board members may be subject to recall by a majority vote at a general membership meeting. Such vote shall be scheduled as an agenda item at a general meeting of the Association.

ARTICLE VI OFFICERS OF THE EXECUTIVE BOARD

Section 1. The officers of the Executive Board shall consist of a chair, Vice-Chair, and Secretary-Treasurer. Board meetings will be conducted in a business-like manner.

Section 2. The officers of the Executive Board shall be selected from and elected by the membership of the Executive Board.

Section 3. The officers of the Executive Board shall serve for a one-year term, but may not serve as an officer for more than three consecutive terms. An exception to this section may be allowed by vote of the general membership.

ARTICLE VII DUTIES OF THE OFFICERS OF THE EXECUTIVE BOARD

Section 1. Chair – The Chair shall preside at all meetings of the Board and general membership, shall be ex-officio member of all committees, and have any other powers and duties as determined by the board.

Section 2. Vice Chair – The Vice Chair shall perform all duties such as the Chair shall direct, and in the absence of the Chair the Vice-Chair shall perform all duties of the Chair.

Section 3. Secretary-Treasurer – The Secretary-Treasurer shall record the minutes of all general membership and Executive Board meetings, shall be responsible for all written minutes and correspondence directly related to the business of SESNA, shall provide copies of minutes to the Department of Community Services and shall retain copies for the neighborhood files. The Secretary-Treasurer shall account for such funds and assets contributed to or collected by SESNA by keeping a record of all receipts and disbursements.

ARTICLE VIII EXECUTIVE BOARD PROCEDURES

Section 1. The Executive Board shall call regular general membership meetings and executive board meetings at a predetermined place and time to be set by the Executive Board.

The general membership is to be notified of all regular general membership meeting dates, locations and times in the annual newsletter.

Section 2. The Executive Board shall conduct such business and take such action as may be necessary to accomplish the purposes of SESNA.

Section 3. A majority of the Executive Board members shall constitute a quorum for the transaction of business. A majority of the members of the Executive Board in attendance at any regular or special meeting shall, in the presence of a quorum, decide its action.

Section 4. Special meetings of the Executive Board may be called by the Chair or by a majority of the Board of Directors. Notice of the time and place of any special board meeting shall be given to each board member at least three days prior to such meeting. Notice shall state the purpose of the meeting.

Section 5 Special action voting. The Executive Board may submit for vote by mail, email, or telephone to decide on an action. The majority of votes received by mail, email or telephone are valid as long as all members of the Board have an opportunity to participate in the vote. Action taken in this manner shall be as effective as action taken at a scheduled meeting, but shall be ratified at the next meeting and such decision reflected in the minutes.

Section 6. Any decision by the Executive Board may be subject to approval by a majority vote of all general members present at a general membership meeting.

ARTICLE IX COMMITTEES

Section 1. Committees may be created to carry out the work of this association. Such committees may be established by the Chair, subject to approval of the Executive Board by a majority vote, or by a majority vote at a general membership meeting.

Section 2. Committee membership shall be open to those neighborhood members interested in serving on a particular committee.

Section 3. Each committee shall choose its own officers.

Section 4. The chair of each committee shall serve as a special nonvoting member of the Executive Board.

Section 5. The Secretary of each committee shall present a written copy of the minutes of the committee meeting to the Chair of the committee, who shall file the written copy with the Executive Board Secretary for distribution to the rest of the Executive Board for their approval and with the Department of Community Services.

ARTICLE X AMENDMENTS

These bylaws may be repealed or amended or new bylaws may be adopted by a two-thirds majority vote cast at the annual membership meeting to be set by the Board. Written notice of the meeting and of the proposed bylaw changes shall be forwarded to all members at least seven days prior to the meeting.