BYLAWS of the FOSTER AREA BUSINESS ASSOCIATION

ARTICLE I – NAME
​The name of this Organization shall be the Foster Area Business Association (“The Association”).

ARTICLE II – PURPOSE OF THE ORGANIZATION
This Association is organized and shall operate exclusively as a mutual benefit corporation as defined in the Oregon Nonprofit Corporation Act (the “Act”). Its purposes and objectives are as follows:

• Section1. To promote the general business welfare of the businesses of all members of this Association and generally of all businesses within two (2) blocks of Foster Road between SE 50th and SE 122nd.
• Section 2. To promote a cooperative, helpful, and safe environment that will help make the SE Portland business community a continually improving place to work, live and conduct business.

ARTICLE III – MEMBERSHIP

• Section 1. MEMBERS. A member of this Association shall be either a person, firm, corporation or organization that resides within, operates a business or owns property within the territory, or a person or organization having demonstrated interest in the area.
• Section 2. VOTING. There shall be only one class of membership and all members shall be entitled to one (1) vote in any proceedings brought before the general membership.
• Section 3. DUES. The dues are to be set by a majority vote of the Board of Directors. Notice shall be given to all members prior to any such vote. Such notice shall be in the form of a mailing, whether by letter, electronic mail or by posting such notice in the Association’s newsletter.

ARTICLE IV – MEETINGS OF THE GENERAL MEMBERSHIP

• Section 1. NOTICE. Written or printed notice, stating the place, day and hour of a meeting of the members shall be delivered either personally, by electronic mail or by regular mail to each member not less than seven (7) days nor more than thirty (30) days before the date of the meeting. If mailed, the notice of the meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of this Association with postage prepaid.
• Section 2. ANNUAL MEETING. An annual meeting of the members of this Association, for the purpose of electing officers and directors, and hearing reports from all officers and standing committees, shall be held at a place and time designated by a majority of the Board of Directors in the City of Portland, County of Multnomah on the second Tuesday in October of each year. If said meeting shall not be held on the designated day, the Board of Directors shall cause the elections to be held at a special meeting of the members as soon thereafter as may reasonably be called, but in no event later than the second Tuesday in December.
• Section 3. SPECIAL MEETINGS. In addition to the annual meeting, regular meetings of the members shall be held at a time and place as shall be determined by the general membership, and special meetings of members shall be called by the Board of Directors. Special meetings of the membership may be called by the President, or if in writing, by a majority of the Board of Directors or not less than 25 percent of the members having voting rights. Such meeting shall be scheduled by the President of the Board of Directors within 30 days of the Request.

ARTICLE V – THE BOARD OF DIRECTORS

• Section 1. MEMBERSHIP. The affairs of the Association shall be managed by the Board of Directors, consisting of the President, Vice-President, Secretary, Treasurer, immediate Past President, and a minimum of two (2) and a maximum of 10 directors-at-large.
• Section 2. TERM. Each director shall be a member of the Association prior to holding office and shall hold office until his or her successor has been duly elected. Each director shall serve for a period of two (2) years, with not more than one-half (1/2) of the Board members having their respective terms expiring in any one (1) year. A director may serve more than one (1) but not more than three (3) consecutive terms.
• Section 3. MEETINGS. The Board of Directors shall meet regularly at least once a month at a mutually agreeable time and place. A special meeting of the Board of Directors may be called by or at the request of the President or any four (4) Directors.
• Section 4. NOTICE. Notice of any special meeting shall be given at least 24 hours in advance of the meeting, either orally, by facsimile or by electronic mail.
• Section 5. QUORUM. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.
• Section 6. VACANCIES. In the event of a midterm vacancy occurring on the Board of Directors, a Nominating Committee shall recommend a replacement who shall serve for the reminder of the unexpired term. The appointment must be approved by a two-thirds (2/3) vote of the Board members present at any regular meeting of the Board.
• Section 7. CONFLICTS OF INTEREST. A conflict of interest transaction is a transaction with the Association in which a Director has a direct or indirect interest as defined under ORS 65.361 of the Act. A conflict of Interest transaction is voidable by the Association solely because of the Director’s interest in the transaction and may be authorized, approved or ratified by the vote of the Board of Directors or members, as provided under the Act. In the event a Director becomes aware of a potential conflict, the Director shall immediately notify the Board of Directors.

ARTICLE VI- OFFICERS

• Section 1. GENERAL. The officers of the Association shall be the President, Vice-President, Secretary, and Treasurer.
• Section 2. ELECTION. The officers shall be members of the Association and shall be elected by the membership at the annual meeting. They shall serve for a term of one year effective the first day of November or until their successors have been elected.
• Section 3. PRESIDENT. The President shall preside at all meetings of the Association and of the Board of Directors at which he or she is present, and shall exercise general supervision of the affairs and activities of the Association.
• Section 4. VICE-PRESIDENT. The Vice-President shall assume the duties of the President during his or her absence.
• Section 5. SECRETARY. The Secretary shall keep the minutes of all the meetings of the Association and of the Board of Directors, which shall be an accurate and official record of all business transacted. The Secretary shall be a custodian of all records.
• Section 6. TREASURER. The Treasurer shall receive all Association funds, keep them in a bank account approved by the Board of Directors, pay out funds only on the approval of the Board of Directors, and provide an accounting of all Association funds at each meeting of the Association and of the Board of Directors.
• Section 7. VACANCIES. In the event of a midterm vacancy in any office because of death, resignation, removal, disqualification, or otherwise, a Nominating Committee appointed by the President shall recommend a replacement to serve for the reminder of the unexpired term. The appointee shall first be approved by the Board and then by a vote of the general membership at the next membership meeting.

ARTICLE VII- REMOVAL

• Section 1. BY DIRECTORS. Any Director or Officer may be removed with cause by the Board of Directors if the Director of Officer in question is given (1) reasonable prior notice of the impending action and (2) an opportunity to speak on his or her own behalf before the Board at a regular Board meeting. Two-thirds (2/3) of the Directors must vote to remove a Director or Officer.
• Section 2. BY MEMBERS. Any Director or Officer may be removed by a majority vote of the membership at any properly convened membership meeting.
• Section 3. ATTENDANCE. Any Director or Officer shall be subject to removal if he or she misses three (3) Board meetings in any twelve (12) month period without prior notice explaining his or her absence. Such notice must be given to the Secretary or President of the Association in advance of the applicable Board meeting in order to be effective.
• Section 4. BY LAWS. Any Director or Officer may be removed from office for any violation of the Act.

ARTICLE VIII- STANDING COMMITTEES

• Section 1. REQUIRED. The President shall appoint Association members to chair standing committees with approval of the majority of the Board of Directors. Standing committees may include, but are not limited to, “Membership,” “Finance,” “By-Laws and “Economic Development.”
• Section 2. OPTIONAL. Other standing committees may be created by majority vote of the Board of Directors.

ARTICLE IX- AD HOC COMMITTEES
The Board of Directors shall create such committees and appoint such committee chairpersons as required from time to time. The Board of Directors shall define the purpose of such committees created, specify their tenure and receive progress reports from the committee chairpersons at the monthly board meetings.

ARTICLE X- INDEMNIFICATION
The Association 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 Association) by reason of the fact that the person is or was an officer or director of the Association, or serves or served at the request of the Association as an officer or director. This indemnification is provided if the person proceeded in good faith, reasonably believed the conduct was in the Association’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 XI- AMENDMENTS
Any proposed amendments to these Bylaws may be submitted in writing to the members of the Association. Such proposed amendments shall be discussed at a membership meeting and voted on by the members of the Association at a subsequent membership meeting. Proposed amendments become effective upon approval by two-thirds (2/3) of the members present at the membership meeting.

ARTICLE XII- GRIEVANCE PROCEDURES

• Section 1. ELEGIBILITY TO GRIEVE. A person or group adversely affected by a decision or policy of the Association may submit a written complaint to the President, who will establish a Grievance Committee consisting of (the President and two (2) Board members).
• Section 2. COMPLAINT RESPONSE. Within ten (10) days of receipt of the complaint, the Grievance Committee shall arrange with the petitioner a mutually acceptable place, day and time in which to review the complaint, and will provide petitioner with a recommended written resolution shortly thereafter. If Board approval is deemed necessary, such approval may be sought at the next regular Board meeting, or at the committee’s discretion, at a special meeting called for that purpose.
• Section 3. PETITIONER DOES NOT ACCEPT RECOMMENDATION. If the Grievance Committee and the petitioner cannot reach a mutually agreeable arrangement, final resolution of the complaint shall be by vote of a majority of the Board attending a meeting called for that purpose or through mediation provided by the City of Portland for such purposes: The Neighborhood Mediation Program (Resolutions Northwest).

ARTICLE XIII- GENERAL PROVISIONS

• Section 1. PARLIAMENTARY AUTHORITY. The parliamentary rules contained in Robert’s Rules of Order shall govern in all cases where they do not conflict with any other rules procedures adopted by this Association.
• Section 2. ACTION WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of the members, Board of Directors, or any committee may be taken without a meeting if a consent in writing, by facsimile or electronic mail, setting forth the action taken, shall be signed (electronically or otherwise) by all persons entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote.
• Section 3. WAIVER OF NOTICE. A waiver of notice of any membership, Board of Directors, or committee meeting in writing by facsimile or by electronic mail, signed (electronically or otherwise) at any time by the person entitled to notice shall be equivalent to the giving of the notice. Attendance at a meeting shall constitute a waiver of notice of such meeting, except where the person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Notice of the time and place of holding an adjourned meeting need not be given if such time and place are fixed at the meeting adjourned.
• Section 4. NON-DISCRIMINATION. Foster Area Business Association embraces our culture and ethnic diversity and shall not discriminate in violation of the law of the State of Oregon with respect to employment, volunteer participation or services on the basis of race, color, creed, religion, national origin, sex, sexual orientation, veterans status, physical or mental disability, age or ancestry.
• Section 5. DISTRIBUTION OF ASSETS. Should the organization dissolve, any assets will be transferred to a non-profit organization as determined by the Board of Directors or in the event the Board no longer exists, shall be distributed to the Alliance of Portland Neighborhood Business Associations (APNBA) or its successor.

Revisions adopted: 10/94
Revisions adopted: January 20, 1998
Proposed revisions adopted: 2008