MSANA Bylaws

Mt. Scott-Arleta Neighborhood Association Bylaws 

(View on Google Drive – with signatures)


The name of this Association is the Mt. Scott-Arleta Neighborhood Association, hereinafter referred to  as “the Association”. 


  1. To actively maintain and improve the Mt. Scott-Arleta neighborhood as defined in Article III 2. To work with adjacent neighborhood organizations, governmental agencies, and our board in  areas of joint concern. 
  2. To make recommendations to the City Council, County Commission, State Legislature and  other appropriate agencies concerning legislation or actions which will affect this community. 4. To inform people within this area of actions and plans affecting our community. 5. To do and perform all of the activities related to said purposes, to have and enjoy all of the  powers granted, and engage in any lawful activity for which nonprofit corporations may be  organized under ORS Chapter 65. 


Boundaries of the Neighborhood Association shall be defined as: 

  1. Northern boundary: South side of Foster Road from 61st to 82nd Avenue 
  2. Eastern boundary: West side of 82nd Avenue, from Foster Road to Duke Street c. Southern boundary: North side of Duke Street, from 82nd to 60th
  3. Western boundary: East side 60th Avenue, from Duke to Holgate, and 61st from Holgate to  Foster Road  


Section 1. Membership Qualifications 

The membership of the Neighborhood Association is open to residents, property owners, business  licensees and representatives of governmental agencies and nonprofit organizations located within the  neighborhood boundaries. To qualify as a member of the Association, one must meet the requirements  of this said section and have confirmed their membership status on a meeting sign-in sheet. 

Section 2. Voting  

All neighborhood members as defined above, eighteen (18) years of age or older, shall have one vote  each to be cast during attendance at any general or special meeting. Only one representative from each  business, government agency or nonprofit organization located within the boundaries shall have the  same privilege as the residents listed above. There shall be no voting by proxy. All neighborhood  members are eligible to vote when approving by-laws and electing board officers. Once elected, the  Board of Directors is charged with oversight and care of the association and in that role they vote on  financial matters, endorsements, etc. that the entire neighborhood membership does not receive a vote  on. 

 Section 3. Quorum 

  1. General Meetings: A minimum of four (4) MSANA Board members and four (4) general  membership members shall constitute a quorum at a general meeting.  
  2. Board Meetings: A minimum of four (4) Board members shall constitute a quorum at a Board  meeting.  


Charging of dues or membership fees shall not be made; however, voluntary contributions will be  accepted and the board may authorize fund-raising. 


Section 1. Number of Board Members 

The Board shall determine the exact number of board positions annually. There shall be at least five (5) and no more than fifteen (15) board members. 

Section 2. Eligibility for Board Service 

Any member of the neighborhood association, as defined in Article IV, Section 1, who has attended at  least two (2) board, special or general meetings within the past twelve (12) months is eligible for Board Service.  

Section 3. Board Vacancies 

Any vacancy shall be filled by a majority vote of Board members holding office. Board members so  appointed shall fill the office of the unexpired term appointed to. 

Section 4. Election of Board Members and Officers 

Board members and officers shall be elected by the general membership at the annual meeting in May.  Election requires a majority vote of the members present. Board members shall serve for a term of one  (1) year. 

Section 5. Duties of Board Members 

The Board shall have the following responsibilities and powers: 

  1. Manage the daily affairs of the neighborhood association. 
  2. Make decisions and represent the interests of the neighborhood association on all matters for  which it is impractical to present to the membership in advance. All such actions shall be  reported to the membership at the next regular meeting. 
  3. Appoint committees to perform necessary functions and represent the neighborhood association  on specified topics. 

Section 6. Recall of Board Members 

Any Board members not fulfilling the purpose of the group shall be subject to recall. Quorum will be  needed in order to recall. General membership must be notified at least thirty days prior to such an  action.

Section 7. Board Officers 

Officers of the Association shall be: Chair, Vice-Chair, Secretary, Treasurer, Past Chair, SE Uplift  Board Member and delegates-at-large. Such officers shall constitute the Board of Directors.  

 Section 8. Election of Board Members 

Directors shall be elected annually by a vote of the membership at its annual May membership meeting, except for the committee chairs, who shall be appointed by the Board. Secret written ballots shall be  used for voting for directors. Each director position shall be voted upon separately and all director  positions will be up for re-election annually. A ballot will be used listing all of the director positions  with space for one or more candidates and a blank line for write-in nominations. The nominee  receiving a majority of votes cast for directorship is elected to that position. 

 Section 9. Election Process 

At the May General Membership Meeting, members (see IV, 1) will receive a single ballot upon  signing in. Ballots will be anonymous but may have a corresponding identifying number with the sign in sheet. Should ballots have a corresponding number to the sign-in sheet, a representative of SE Uplift  must be present to oversee the elections process and ensure anonymity. Two to four persons of the  membership will run the election process – up to two Directors (of the previous year) and two non Directors will make up the Election Committee. A SE Uplift representative may also serve on the  elections committee. 

Section 10. Duties of Board Officers 

  1. Chair: The Chair shall convene and conduct all Board and general meetings, shall create the  agenda, shall have the power to call special meetings, shall follow-up with sign-in sheet (new)  members, and shall represent the Association in matters requiring representation before  appropriate agencies unless such responsibility is assigned by the Chair to another Board  member. 
  2. Vice-Chair: The Vice-Chair shall act in the absence of the Chair with the same responsibilities  held by the Chair. 
  3. Secretary: The Secretary shall keep minutes of all meetings of the Association and Board and  report them to the appropriate meetings, and shall provide a copy of the minutes to the Chair  and all members upon their written request of the Secretary within a week following the  meeting and shall remind Board members of the meetings in an appropriate manner. The  Secretary will also submit minutes and supporting materials to SE Uplift. 
  4. Treasurer: The Treasurer shall receive and disburse all funds of the organization, shall keep  complete records, and make reports at every meeting. 
  5. Past Chair: The Past Chair shall serve as a guide and assist the current Chair in transition. f. SE Uplift Board Member: The SE Uplift board member shall represent the MSANA at all  meetings of the SE Uplift Board. On all issues on which the MSANA membership or the board  of directors have taken a formal position, the delegate shall vote accordingly; in all other cases,  he/she shall exercise his/her discretion while voting in accordance with the general objectives of the association. 
  6. At-Large Members: Additional At-Large members may be added to the board to serve as  committee chairs, plan events and perform other duties as deemed necessary.


  1. Board and general meetings of the Association shall be held at least quarterly at a time and  place established by the board.  
  2. Special meetings of the neighborhood membership or the board of directors may be called by  3. the Board of Directors as necessary. Notification and the purpose(s) of the meetings shall  require seven (7) days advance notice. Parties with a stake in the subject of the special meeting  will be personally invited. MSANA will follow procedures listed in Open Meetings VIII, E of  ONI Standards. 
  3. Emergency meetings of the neighborhood membership or the board of directors may be called  by the Board of Directors as necessary. Notification and the purpose(s) of the meetings shall  require a minimum of twenty-four (24) hours advance notice. The meeting discussion is limited to the topic for which the meeting was called and the minutes must state the reason for the  meeting and the circumstances that would not allow for 7 days notice.  
  4. Agenda: Any neighborhood member may add an item to the agenda of the general meeting in  advance of the general meeting. Any member of the Board of Directors may make a motion to  add an item to the board, general or special agendas at those respective meetings. Adoption of  the motion requires a majority vote of all members present, both Directors and neighborhood  



The board may choose to appoint committees as needed. Committee members must be eligible  members of the Neighborhood Association, and each committee will include at least one officer of the  Board of Directors. Committees may be formed to plan an event, to make recommendations or propose polices. All recommendations or plans involving the expenditure of Association funds will be reported  back to the membership for approval. 


Whenever a board member determines that they have a conflict of interest relating to an item under  discussion, they must inform the body (membership or board) hearing the proposal that the conflict of  interest exists and this must be recorded in the minutes. The board member with the conflict of interest  may elect to abstain from voting on the transaction. 


Section 1. One-on-One Dialogue and Mediation 

Individuals and groups are encouraged to reconcile differences, whether inside or outside the scope of  these grievance procedures, through one-on-one dialogue or mediation. 

Section 2. Grievance 

Any person or group may file a complaint based upon an alleged violation of the Neighborhood  Association’s bylaws or the ONI Standards. The complaint must be made in writing to the Board within forty-five (45) days of action. 

Section 3. Grievance Components 

The petition shall include the name and address of the petitioner, the nature of the grievance and  suggested remedy. 

Section 4. Grievance Committee  

Within seven (7) days after the receipt of the written grievance, the Chairperson will establish a  grievance committee of three to include: one representative appointed by the Board of Directors, one  representative appointed by the petitioner, and one representative from the neighborhood district  coalition. The committee shall investigate the matter and hold a public hearing to give the grievant and  others wishing to present relevant comment an opportunity to be heard. The committee shall then  forward its recommendations to the Board. 

Section 5. Final Resolution 

Within sixty (60) calendar days from receipt of the grievance, the Mt. Scott-Arleta Neighborhood  Association shall render a final decision on the grievance and notify the grievant of their decision.  Deliberations by the grievance committee on a recommendation and by the board on a decision may be  held in executive session.  

Section 6. Appeals Process 

Only upon unsatisfactory resolution of a grievance with a Neighborhood Association may the grievant  appeal to the District Coalition and the Office of Neighborhood Involvement as indicated in the Office  of Neighborhood Involvement Standards. The grievant has fourteen (14) calendar days from the date  the decision is rendered to appeal. 


Section 1. Submission of Proposals 

Any person or group, inside or outside the boundaries of the neighborhood association may propose in  writing items for consideration and/or recommendation to the Board. The Board shall decide whether  proposed items will appear on the agenda of the Board, standing or special committees, or general or  special meetings. 

Section 2. Notification 

The proponent and members directly affected by such proposal shall be notified in writing of the place,  day, and hour the proposal shall be reviewed not less than seven (7) days in advance. 

Section 3. Attendance 

The proponent may attend this meeting to make a presentation and answer questions concerning the  proposals 

Section 4. Dissemination  

The neighborhood association shall submit recommendations and dissenting views as recorded from the meeting to the proponent and other appropriate parties. 


The neighborhood association shall abide by all the requirements relative to public meetings and public  records as outlined in Section VIII of the Office of Neighborhood Involvement Standards for  Neighborhood Associations. Official action(s) taken by the neighborhood association must be on record or part of the minutes of each meeting. The minutes shall include a record of attendance and the results 

of any vote(s) taken. A summary of dissenting views should be transmitted along with any  recommendation made by the neighborhood association to the City. Official records will be kept on file at the coalition office.  


The neighborhood association will not discriminate against individuals or groups on the basis of 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. 


Bylaws shall be read and reviewed in full once annually at the May membership meeting. All  amendments to these bylaws must be proposed in writing and submitted to members at least seven (7)  days before voting on their adoption may proceed. Notice of a proposal to amend the bylaws,  specifying the date, time and place for consideration, must be provided to all members at least seven (7) days before voting. Adoption of and amendments to these bylaws shall require a two-thirds (2/3) vote  by the members present at a general meeting. 

Amended: May 2001 

Amended: May 2010 

Amended: April 2011 

Amended: May 2021

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