Residents: Santiago Sorocco, Kathy O’Neal
Organizations: Ken Hetsel, Mid-Willamette Watershed Council
City and County Representatives: Councilor Kaser
Guests: none
The regular meeting was called to order at 6:00 p.m. on Tuesday, August 15, 2017, at the First Christian Church at 685 Marion Street NE, Salem.
The minutes of the July meeting were approved by unanimous consent.
Councilor Kaser reported that the Council had approved the grant awarding $1.4M to the Salem Housing Authority for the Homeless Rental Assistance Project (HRAP). Seven individuals have been housed, and three or four have been in and out of the program, which is to be expected. She also reported that the City extended its lease of 770 Commercial Street NE in anticipation of finalizing the purchase of the property for the new public safety facility. She also reported on some of the proposed amendments to the sign code, on which the Council had conducted a public hearing the previous evening. Deliberations are scheduled to occur at the next City Council meeting.
In public comments, Chair Hoffman reported that the Open Streets Salem 2017 event would take place on September 23 from 9-3p. Certain downtown streets will be closed to motorized traffic while Broadway Commons, Grant Community School, and Salem Saturday Market will be hosting food, drinks, free activities, free games, and free entertainment from local businesses and organizations. Erma Hoffman announced that the City plans to permit a private business to operate a temporary ice-skating rink in Riverfront Park from approximately Thanksgiving through the New Year’s Day holiday period.
Sarah Owens reported that there was $1,338 available for communications in 2017-18.
In new business, Michael Livingston’s motion to expend up to $1,200 for life vests marked with CANDO’s logo in collaboration with the Fire Department’s plan to install a life-vest loaner station at Wallace Marine Park passed unanimously, as did his motion to cancel September meeting to allow members to attend the City’s Strategic Planning Open House, as did his amended motion to adopt revisions to the bylaws.
The meeting adjourned at 6:47 p.m.
Revisions Adopted by the Board of Directors
August 15, 2017
BYLAWS OF CENTRAL AREA NEIGHBORHOOD DEVELOPMENT ORGANIZATION (CAN-DO) (CANDO)
August 2017
ARTICLE I NAME
The name of this organization shall be the Central Area Neighborhood
Development Organization (CAN-DO) (CANDO).
ARTICLE II AREA
Section 1 The Central Area Neighborhood Development Organization shall be bounded on the west by the Willamette Slough and River; from the Willamette River, easterly along the extended center line of Market Street NE to one-half block east of Broadway Street NE; thence southward to D Street NE; thence eastward to the center line of Capitol Street NE; thence southward to Mill Creek; thence eastward along Mill Creek to the center line of 12th Street NE; thence southward to the center line of Mission Street SE; thence westerly on Mission to Pringle Creek, and northwesterly on Pringle Creek to the centerline of Liberty Street NE; thence south on Liberty Street to the centerline of Mission Street SE; and thence westerly to Willamette River except to retain the hospital property (tax lot 073W27DB00100) in the Central Area.
Section 2 (CAN-DO) (CANDO) shall share Minto-Brown Island Park as an area of common concern with Croisan-Illahe Neighborhood Association, South Central Association of Neighbors, South Salem Neighborhood Association, and West Salem Neighborhood Association. The area encompassing Minto-Brown Island Park shall be defined as the current boundaries established by the Regional Park and Recreation Agency.
ARTICLE III PURPOSE
The Central Area Neighborhood Development Organization will be advisory to shall advise the Planning Commission, the City Council, or any other planning department on matters affecting the growth and development of the area described in Article II, Section 1. The Organization will CANDO may develop neighborhood plans or proposals with respect to land use, zoning, parks, open space and recreation, housing, school and community facilities, transportation and traffic, and other factors affecting the livability, social and economic aspects of the above-described area that are compatible with the goals of the overall plan already adopted for the Central Salem Development Program area, and consistent with its duties and obligations under SRC 64.250 et seq.
This organization will also be responsible for efforts that will help to implement, modify, or eliminate plans or proposals affecting the growth and development of its area.
ARTICLE IV MEMBERSHIP
Section 1 The general membership shall be open to consist of those persons 18 or over who are residents, property owners, employees, or persons engaged in business in this area who are interested in contributing their time, resources, money, and effort to the objectives of this organization. CANDO.
Section 2 There shall be no voting by proxy. Each member in good standing shall be entitled to one vote. A member is in good standing who meets the requirements of Section 1 of this Article at the time the vote is taken.
Section 3 The annual meeting of the members of the Organization CANDO shall be held at such place as the Board of Directors may designate, on a date to be selected by the Board of Directors. At this meeting, Directors shall be elected to replace those whose terms expire, and there shall be transacted any other proper business which may be brought before the meeting. Ten days prior to the annual meeting, there shall be a notice published in an electronic or print media.
Section 4 Meetings of the members for any purpose may be called at any time by the Chairperson or the Board of Directors, or by 25 members; notice of such meetings to be given in the same manner as notice for annual meetings is given. In addition thereto, such notices shall specify the place, day, and hour of such meetings and the general nature of the business to be transacted.
Section 5 A quorum at a meeting of the members of the Organization CANDO shall consist of those members present. A simple majority of those present shall be sufficient to carry an action.
Section 6 At all meetings of the members, every member entitled to vote in good standing shall vote in person. Such vote may be by voice or by ballot; provided, however, that all elections for Directors must be by ballot upon demand of a member made at any election and before the voting begins. If, before voting begins, a member calls for the election to be by ballot, the election shall be by ballot. Otherwise, election may be by any generally accepted method, e.g., voice vote or unanimous consent. The candidates receiving the highest number of votes up to the number of Directors to be elected shall be elected.
Section 7 All meetings of the Board and of General Membership shall be governed by Roberts' Rules of Order, excepting as these bylaws may dictate otherwise.
Section 8 7 Members present at regular Board of Directors= Directors’ meetings may vote, provided that the meeting agenda adopted by the Board of Directors so stated.
ARTICLE V THE BOARD OF DIRECTORS
Section 1 The affairs of the Organization CANDO’s affairs shall be directed by the Board of Directors who are to the extent practicable geographically representative of the neighborhood. The number of Directors of the Organization shall be at least six (6).
Section 2 Each Director shall hold office for a two year term or until his/her successor is elected or appointed and qualified. In the event a vacancy occurs on the Board of Directors, the Board of Directors shall promptly fill such office for the unexpired term thereof. The immediate past chairperson of the organization, unless re-elected a member of the Board, shall be an ex officio member of the Board, with powers to vote on all matters except the election of officers, as long as s/he remains a member in good standing as defined in Article IV, Section 2.
Section 3 The Board of Directors shall hold regular meetings and conduct such business and take such action as may be necessary to accomplish the purpose of the Organization CANDO’s purpose. The members of the Board shall be notified at least three days prior to a Board meeting. Directors have a duty to attend meetings and to notify the Chair when unable to do so. Three consecutive unexcused absences from regular meetings, including Board and annual general membership meetings, will be construed as a resignation from the Board of Directors. An excused absence constitutes a phone call to the Chair. A phone call or email to the Chair prior to the meeting constitutes an excused absence.
Section 4 Special meetings of the Board of Directors, for any purpose or purposes, may be called by the Chairperson, or if he/she is absent, by the Vice Chairperson or by the and Secretary/Treasurer. Notice of the time and place of any special Board meeting shall be given to each Board member, either personally or by email, at least three days prior to such meeting. Notice shall state the purpose of the meeting.
Section 5 A quorum at a meeting of the Board of Directors shall consist of those directors present. However, a majority vote of Directors in good standing is required to take any action.
Section 6 In the event of special circumstances, the Board of Directors may submit for vote by email, telephone or fax to decide on an action, with action to be decided within 24 hours of notice. A majority vote received by email, telephone or fax shall constitute approval of a motion, as long as all members of the Board of Directors 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. The Board of Directors may, under limited circumstances, take action by email, recognizing that email is not suited for the conduct of a deliberative, open, and public process. Email motions may be made by any member. The email motion must be straightforward and concise, i.e., call for an up or down vote. The subject line of the email motion shall begin with the word “Motion.” The first line of the body of the email motion shall begin with the words “I move that the board”, followed by “approve, authorize, recommend” or other appropriate verb, and a concise description of the proposed action. Email motions do not require a second and may not be amended. The maker of the motion may withdraw it at any time prior to approval. To be counted as a vote, any responding email must clearly indicate support or opposition. The motion fails if, within 2 days, or at the start of the next board or membership meeting – whichever comes first, a majority of board members in good standing have failed to vote in favor of the motion. The maker of the motion shall be deemed to have voted in favor of the motion. Action taken by email vote shall be as effective as an action taken at a regular meeting. The Secretary is responsible for tallying the votes, informing the board of the outcome, reporting the outcome at the next board meeting, and at that time, moving that the board ratify the outcome.
ARTICLE VI OFFICERS
Section 1 The officers shall consist of Chairperson, Vice Chairperson, and Secretary/Treasurer.
Section 2 The officers shall be elected by a majority of the membership of the Board of Directors at a regular meeting of the Board held subsequent to the annual membership meeting.
Section 3 Officers shall serve for a one-year term or until their successors are elected or appointed and qualified.
Section 4 In the event of vacancy in any office, the Board of Directors shall promptly fill such office for the unexpired term thereof.
ARTICLE VII DUTIES OF THE OFFICERS
Section 1 Chairperson. The Chairperson shall have general supervisory and directional power of the activities of the Board and the Organization. He/She The Chairperson shall preside at all meetings of the Board and general membership and shall be ex-officio on all committees.
Section 2 Vice Chairperson. In the absence of the Chairperson, the Vice Chairperson shall execute all the powers of the Chairperson.
Section 3 Secretary/Treasurer. The Secretary/Treasurer shall record the minutes of all membership and Board of Directors' meetings, and provide the Board with and the Neighborhood Enhancement Division of the City of Salem an electronic copies copy of said minutes. and shall make available upon request copies of said minutes to any member and shall file a copy with the Department of Community Services of the City of Salem. The Secretary/Treasurer shall also receive and distribute Organization funds at the direction of the Board of Directors, and keep an accounting thereof.
ARTICLE VIII COMMITTEES
Section 1 The Board of Directors may appoint from among its members or among the members of the Organization CANDO such committees as in its judgment may be desirable to carry on the functions of the Organization fulfill CANDO’s purpose.
Section 2 The Chairperson of the Board of Directors shall designate committee chairpeople from the CANDO membership of the Organization.
Section 3 The Chairperson of the Board of Directors shall appoint any member of the Organization CANDO wishing to serve on a committee.
Section 4 Minutes shall be taken at each committee meeting and filed with the Department of Community Services of the City of Salem.
ARTICLE IX TRUST AND AGENCY ACCOUNT
This Bylaw concerns Central Area Neighborhood Development Organization use and management of funds provided through the City of Salem’s Trust and Agency Account.
Section 1 The Neighborhood Association (“Association”) has access to a Trust and Agency Account (“Account”) provided and maintained by the City of Salem where donations made to the benefit of the Association may be deposited. The use of these funds is outlined in the Grant Agreement which was approved and executed by the Association’s Board of Directors. The Agreement is attached hereto, and by this reference incorporated herein.
Section 2 a. No later than August 1st of each year, the Association shall provide to the City of Salem a roster of the current Board Members, including their contact information, and minutes from the Association meeting where the election of the Board Members occurred.
b. To request funds from the Account, the Association must submit a written request to the City, specifying the use of the funds and how the proposed use complies with the Agreement and the Salem Revised Code as applicable to Neighborhood Associations.
c. The written request must be approved by a resolution of the Board, and signed by an authorized representative of the Association. The Board may designate the authorized representative in the resolution, or otherwise provided in these bylaws. Proof of the authorized representative’s authority to sign the request must be provided to the City at the same time the request is submitted.
d. All receipts must be provided to the City of Salem to account for the expenditure at the time of request or within 30 days after the check is processed. Checks issued by the City of Salem will be made payable to the designee listed on the written request.
Section 1 The Grant Agreement (Agreement), attached hereto and incorporated by reference herein outlines the use of any funds held for the benefit of CANDO in the City’s Trust and Agency Account (Account).
Section 2 The Board of Directors may, by resolution duly adopted and signed by their authorized representative, request disbursement of funds held in the account for CANDO’s benefit. The resolution shall designate the amount requested, the proposed use, the person authorized to sign the resolution and receive the funds, and demonstrate that the proposed use complies with the terms and conditions of the Agreement and SRC 65.250 et seq.
Section 3. Funds shall be disbursed to the person authorized to sign the resolution and receive the funds, which person shall provide the City of Salem receipts accounting for the expenditure of all funds within 30 days.
Section 4. The Secretary/Treasurer or other authorized representative of the Board of Directors shall provide to the City of Salem a current roster of Board Members, their addresses and telephone numbers, and the minutes of meeting at which they were elected, within 30 days after the meeting, or August 1, whichever is earlier.
ARTICLE IX AMENDMENTS
Section 1 These Bylaws may be amended or replaced by a vote of a majority of the quorum action taken at any meeting of the Board of Directors, or any meeting of the Organization called for that purpose; provided, however, that the action of the Board of Directors adopting, repealing, or amending the Bylaws must be approved by a majority of the members of the organization CANDO voting at the meeting held after such action has been taken by said Board of Directors.
Section 2 If amendments of the Bylaws are to be considered at a general meeting, notice of such consideration shall be included in the meeting notice as specified in Article IV, Section 3.
ARTICLE X RULES OF PROCEDURE
CANDO shall be governed by Robert’s Rules of Order, excepting as these bylaws may dictate otherwise.
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