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BYLAWS OF RIVERS EAST VILLAGE

A Program of Villages NW, a 501(c)(3) corporation

ARTICLE I -- NAME AND PURPOSE

Section 1-- Name: The name of the organization shall be Rivers East Village. It is a program of the nonprofit organization Villages NW – Metro (Villages NW), incorporated under the laws of the State of Oregon.

Section 2 – Mission: Enable area residents to successfully age at home by developing and nurturing a network of volunteers, access to services, and social opportunities that are sustainable and community-based.

Section 3 -- Boundaries: The Village’s boundaries are Clackamas River north to Multnomah County line and Willamette River east to I 205.

ARTICLE II -- GOVERNANCE

The Village shall abide by Villages NW Bylaws, Memorandum of Agreement and the policies and procedures of Villages NW and the Village mission statement.

ARTICLE III – VILLAGE MEMBERSHIP

Section 1 --The voting Village membership shall have the power to amend, repeal or adopt bylaws subject to review by the Governing Council.

Section 2 -- Eligibility for Village membership: Membership may be granted to individuals who meet the following criteria:

Reside within service area boundaries or receive a waiver by the Governing Council.

Have the ability to understand and agree to the terms of membership.

Pay a membership fee or have an alternate funding source.

Section 3 -- Annual fees: Annual fees shall be established by the Governing Council and ratified by a majority vote of voting Village members attending the annual meeting. Continued membership is contingent upon being up-to-date on membership fees.

Section 4 -- Village reserves the right, at its sole discretion, to terminate a

Revised June 10, 2020

member agreement at any time, by written notice, if it determines that it is in the best interest of the Village, its volunteers or other members. If the agreement is terminated by the Village, the Village will refund a portion of the annual fee on a prorated basis from the month of termination. An individual member may terminate his or her membership at any time by providing written notice to the Village. If the member terminates his/her membership, a prorated portion of the annual fee may be refunded at the Village’s discretion.

 ARTICLE IV -- MEETINGS OF VILLAGE MEMBERS

Section 1 -- Annual meetings: An annual meeting of the members shall take place on a Saturday in April, the specific date, time and location to be designated by the Governing Council. In case of circumstances beyond our control, the annual meeting will be delayed to the next most convenient time. At the annual meeting, the members shall elect a Governing Council, receive reports on the activities of the Village, and advise on the direction of the Village for the coming year.

Section 2 -- Special meetings: Special meetings of the membership may be called by the Governing Council chair, or a simple majority of the Governing Council. A petition signed by at least five percent of voting Village members may also call a special meeting.

Section 3 -- Notice of meetings: Notice of each annual or special meeting shall be given to each voting Village member by email or U.S. mail not less than two weeks prior to the meeting.

Section 4 -- Quorum: The members present at any properly announced meeting shall constitute a quorum.

Section 5 -- Voting: All issues to be voted on shall be decided by a simple majority of those members present at the meeting in which the vote takes place. Any voting member in good standing who is unable to attend the annual meeting but wishes to vote may authorize an individual to hold his/her proxy. Authorization is granted by sending a letter to the secretary of the Governing Council stating the name of the person who will be holding the proxy. Proxies are not transferable.

 ARTICLE V -- GOVERNING COUNCIL

Section 1 -- Governing Council role, size, and compensation: The Governing Council is responsible for the overall policy and direction of the Village, and may delegate the responsibility of day-to-day operations to volunteers, staff, and committees.

The Governing Council shall have up to twelve (12) but no fewer than five (5) members.

Governing Council positions may be filled by independent community representatives, a village member or village volunteer.

Governing Council members need not be part of the voting Village membership to vote on Council matters.

In addition, one individual chosen by the Villages NW Board of Directors, at its sole discretion, may serve as the liaison for the Village and a voting member of the Governing Council. The Council shall receive no compensation other than reimbursement of reasonable expenses.

Section 2 -- Terms: All Governing Council members shall be elected and serve two-year terms, but will be eligible for re-election for up to two consecutive terms. Initially, 50% of Council members will be elected for two-year terms and the remainder for one-year terms. Governing Council members must remain members in good standing, defined as having participated in at least 50% of Council meetings and having fulfilled their assigned responsibilities, throughout their terms.

Section 3 -- Meetings and notice: The Governing Council shall meet at least quarterly. An official Governing Council meeting requires that each Council member have notice via email or U.S. mail at least two weeks in advance. Village members shall be notified and invited to attend.

Section 4 -- Special meetings: Special meetings of the Council shall be called upon the request of the Chair or 50% of the Council. Notice of special meetings shall be sent out by the Secretary to each Council member. Email and phone meetings may be held when necessary as long as notice is provided to all Council members and official minutes reflecting decisions made are recorded and shared with Council members. Village members shall be notified and invited to attend.

Section 5 -- Governing Council elections: New Council members and current Council members shall be elected or re-elected by the voting Village members at the annual meeting. Council members will be elected by a simple majority of Village members present at the annual meeting.

Section 6 -- Election procedures: The Governing Council shall appoint a Nominating Committee Chair each January who shall be responsible for presenting a slate of prospective Governing Council members for inclusion in the annual meeting agenda. Nominations by all individual members must be submitted to the Nominating Committee Chair no later than three weeks before the annual meeting. In the event of a vacancy mid-term, see Section 9.

Section 7 -- Quorum: For business transactions to take place and motions to pass, a quorum of at least fifty-one percent of Governing Council members must be present.

Section 8 -- Officers and duties: There shall be 4 officers of the Governing Council, consisting of a Chair, Vice chair, Secretary and Treasurer. Their duties shall be as follows: The Chair shall convene regularly scheduled Council meetings and preside at each meeting. The Vice Chair shall support the Chair and preside at meetings when the Chair is unavailable. The Secretary shall be responsible for keeping records of Council actions, including overseeing the taking of minutes at all Governing Council meetings, announcing meetings, distributing copies of minutes and the agenda to each Council member and assuring that Governing Council records are maintained. The Treasurer shall make a report at each Council meeting. The Treasurer shall chair the Finance Committee, assist in the preparation of the budget and make financial information available to Council members and Villages NW.

Section 9 -- Vacancies: When a vacancy on the Governing Council occurs mid-term, the Secretary must receive nominations for new Council members from present Council members two weeks in advance of a Council meeting. These nominations shall be sent out to Council members with the regular Governing Council meeting announcement, to be voted upon at the next Council meeting. These vacancies will be filled only to the end of the particular Council member's term.

Section 10 -- Resignation, termination, and absences: Resignation from the Governing Council must be in writing and received by the Secretary. A Council member may be removed from the Council due to excess absences, which constitute more than 50% absences from Council meetings a year. A Council member may be removed by the Council with or without cause, in writing whenever in the judgment of the Council the best interest of the Village will be served. Any Council member subject to a removal proceeding is ineligible to vote on his or her removal. A three-fourths vote of the remaining Council members is required for removal.

 ARTICLE VI -- STANDING COMMITTEES

Section 1 -- The Council may establish committees to support the Council and Village. All committee chairs are appointed by the Chair.

Section 2 -- Executive Committee: The officers serve as the members of the Executive Committee. Except for the power to amend bylaws, the Executive Committee shall have all the powers and authority of the Governing Council in the intervals between meetings of the Council and is subject to the direction and control of the full Governing Council.

Section 3 -- Finance Committee: The Treasurer is the chair of the Finance Committee, which may include up to three other committee members. The Finance Committee is responsible for developing and reviewing fiscal procedures and the annual budget with other Council members. The Governing Council must approve the budget. Any major change in the budget must be approved by the Council. The fiscal year shall be the same as that of Villages NW. Annual reports are required to be submitted to the Governing Council showing income, expenditures and pending income. The financial records of the Village are public information and shall be made available to the Village membership, Council members and Villages NW.

Section 4 -- Nominating Committee: Nominating Chair will be appointed each January four months prior to the annual meeting.

 ARTICLE VII -- VILLAGE STAFF AND CONTRACTORS

Section 1 -- Village staff and contractors: Village staff and contractors will be selected by the Governing Council. Staff and contractors will attend Governing Council meetings as requested by the Council. The Governing Council will determine the duties of all staff and contractors and coordinate contract oversight and payment with Villages NW.

ARTICLE VIII -- AMENDMENTS

Section 1 -- Amendments: These bylaws may be amended by the following procedure:

A. The Village membership shall have the power to amend, repeal or adopt bylaws subject to review and approval by Villages NW – Metro. Notice containing the text of any proposed changes shall be included in the announcement of the annual meeting or at any properly convened special meeting and requires approval of two-thirds of the Village members in attendance.

CERTIFICATION

These bylaws were approved at a meeting of the Steering Committee by a two-thirds majority vote on __June 10, 2020__