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BYLAWS OF RIVERS EAST VILLAGE

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

 

Revised by a majority vote of members at the annual meeting held on July 9, 2022

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, and 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: 

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

Adopted July 9, 2022 

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

C. 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 Governing Council, reserves the right, at its sole  discretion, to terminate a 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 in July, 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 25% 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 

Adopted July 9, 2022 

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 overall policy and direction of the  Village, appointing representatives to the Village NW Circle of  Representatives, managing staff (paid and volunteers), approving the budget, raising funds and may delegate the responsibility of day-to-day operations to volunteers, staff and committee coordinators. 

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

b. Governing Council positions may be filled by independent community representatives, village members or village volunteers;  however at least 51% must be Village members. 

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

d. 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.  

e. 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 may serve no more than three terms without the lapse of at least one year. 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 at least two weeks in advance. Village members shall be notified and invited to attend.

Adopted July 9, 2022 

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 Chair to each Council member.  Official minutes reflecting decisions made shall be recorded and shared with Council members.  

Section 5 -- Governing Council elections: 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 or by proxy. 

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 51% 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. The Governing Council will choose officers from the Governing  Council membership. Officers are selected annually in the month following  the annual meeting and election of GC members. There is no limit on how  often one can be selected as an officer. 

Their duties shall be as follows: 

The Chair is responsible for overseeing the operations of the  Governing Council. The Chair, in collaboration with other Governing  Council members and Committee Coordinators, shall set the agenda, announce meetings, distribute agenda, convene regularly scheduled  Council meetings and preside at each meeting. The Chair also serves as  the primary signatory for the Village, unless otherwise delegated. 

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 

Adopted July 9, 2022 

Council meetings, distributing copies of minutes 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. See Addendum A for more detailed descriptions of official duties and responsibilities. 

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% of 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 -- COMMITTEES 

Section 1 -- The Council may establish committees to support the  Council and Village. All committee chairs or coordinators are appointed by  the Governing Council. Volunteers performing the work of the committee  are supervised by the coordinator of the committee on a day-to-day basis;  serious performance issues shall be brought to the Governing Council for  resolution. 

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.

Adopted July 9, 2022 

Section 3 -- Standing Committees: The following committees are subject to the direction and control of the full Governing Council. 

Development/Fundraising Committee: This committee is responsible for overseeing annual giving, planned giving, and fundraising activities. 

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. 

Information Technology Committee: This committee is responsible for coordinating with Village NW on IT programs to support the administration of the Village, and to maintain appropriate databases. This committee also handles the Calendar of Events. 

Membership Committee: This committee is responsible for initial referrals and interviews as well as the initial and ongoing assessment of the member’s appropriate fit with the mission of Rivers East Village. The committee develops and implements programs and activities which support members including annual member satisfaction surveys and responds to issues or concerns of or about members. Actions involving possible termination of membership require Governing Council review and approval. 

Nominating Committee: The Nominating Chair will be appointed each January. 

Outreach and Marketing Committee: This committee develops and supplements outreach to diverse audiences, faiths and community organizations, businesses, service organizations, and individuals in order to find new members and volunteers, and to inform the public about Rivers  East Village.

Adopted July 9, 2022 

Public Relations Committee: This committee is responsible for the monthly Rivers East Village Newsletter, Facebook, Nextdoor, and other media publication requirements. 

Social Committee: This committee is responsible for identifying,  planning, and promoting educational, recreational, and social events for  Village members and volunteers, and to assist with Outreach. 

Transportation Committee: This committee is responsible for driver  training, certification, licensure, insurance, and policies and procedures that ensure safe and effective transportation for members. They maintain the database, hold driver meetings, provide driver safety updates, and communicate driver issues and concerns to the Governing Council for resolution. 

Volunteer Committee: This committee is responsible for managing service requests and staffing the Village phone. Committee members plan and organize initial and in-service volunteer training, volunteer  appreciation events, volunteer feedback meetings, and an annual volunteer survey. Other responsibilities include working with the Outreach  Committee to recruit new volunteers, overseeing the volunteer verification process after recruitment, and updating and maintaining volunteer data in the on-line database. 

Section 4 - Ad Hoc Committees - the Governing Council may appoint Ad Hoc or other Standing Committees as needed. 

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:

The Village membership shall have the power to amend, repeal or adopt bylaws subject to review and approval by Villages NW – Metro. A 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 the approval of two-thirds of the Village members in attendance. 

 

Rivers East Villageinfo@riverseastvillage.orgwww.riverseastvillage.org971.808.2340