Piedmont Neighborhood Association

PNA Bylaws

Download the PNA Bylaws

Bylaws of the Piedmont Neighborhood Association

Effective: 6/19/2025

ARTICLE I NAME OF ORGANIZATION 

The name of the organization is PIEDMONT NEIGHBORHOOD ASSOCIATION (PNA).

ARTICLE II PURPOSE

The PNA is an organization that works to enhance and protect neighborhood livability as well as engage neighbors in cooperative self-directed community building, civic improvement, social connection, and mutual assistance. The Association shall not sponsor political activities. 

Non-discrimination clause: Consistent with federal, state, and local laws, as well as with the spirit of the neighborhood, the PNA does not discriminate against individuals or groups on the basis of ability, age, citizenship, color, ethnicity, gender identity, income, housing status, marital status, national origin, political affiliation, race, religion, sex, or sexual orientation in any of its policies, recommendations, or actions. 

ARTICLE III BOUNDARIES 

In Portland, Oregon, starting at the intersection of the midline of Interstate 5 and the midline of the Columbia Slough; then east along the midline of the Columbia Slough to its intersection with the midline of Martin Luther King Jr. Blvd.; then south along the midline of Martin Luther King Jr. Blvd. to its intersection with NE Ainsworth St; then west along the midline of NE Ainsworth St to its intersection with the midline Interstate 5; and then north along the midline of Interstate 5 to its intersection with the midline of the Columbia Slough. 

ARTICLE IV GENERAL MEMBERSHIP QUALIFICATIONS 

Membership is open to all residents eighteen (18) years or older, property owners, and holders of a business license operating within the Piedmont Neighborhood boundaries. A resident is any person who currently lives within the Piedmont Neighborhood boundaries, this includes renters, homeowners and housed or unhoused neighbors who have resided in the area for at least 15 days. A member who wishes to be on the neighborhood association membership list can register by giving their name and contact information: 

  • at a General Membership, Special Membership, or Board meeting 
  • by email to board@piedmontneighborhood.com 
  • by regular mail to Piedmont Neighborhood Association at 4815 NE 7th Ave, Portland, OR 97211.
  • through an online subscription process, whenever one is available.

Powers of the General Membership: Members can 

  • elect and remove Board Members 
  • revise and adopt Bylaws 
  • oversee the Grievance Procedure 
  • advise the Board of Directors 

ARTICLE V MEMBERSHIP MEETINGS 

General Membership Meetings: At least one General Membership meeting is held quarterly.

Membership meetings require a minimum of seven (7) days’ advance notice to the Membership, unless otherwise stated.

Annual Membership Meeting: The Annual Membership Meeting is held in October. The election of the Board of Directors is conducted at the Annual Membership Meeting. 

The Annual Meeting requires a minimum of fourteen (14) days advance notice to the Membership and will include an opportunity for any member interested in serving on the Board to contact the Vice Chair and submit their name for nomination. Notice may be sent by electronic and/or non-electronic means.

Special Membership Meetings: Special meetings of the Membership may be called by the Chairperson, by majority vote of the Board, or by a petition of three (3) or more qualified members (Article IV Section 1) presented to the Chair of the Board.

Quorum: A quorum for any Membership meeting is ten (10) members, not including Board Members. 

Voting: Each member has one (1) vote to be cast during each vote at any General Membership or Special Membership Meeting. One representative from each business that meets membership qualifications has the same privilege as other members. Unless otherwise specified in these bylaws, decisions of the PNA are by a majority vote of those members present (including online) and voting. Proxy votes will not be accepted.

Participation: All Membership Meetings are open to the public. Only qualified members are eligible to vote. Discussion participation shall prioritize members of the PNA.

ARTICLE VI BOARD OF DIRECTORS 

Board Members: The Board of Directors will comprise no fewer than three (3) nor more than thirteen (13) members. One position on the Board is reserved for someone renting a room, apartment, or house in the neighborhood. 

Terms of Office: The term of office is for one (1) year starting January 1st of the year following the election, or until the start of the next term. The Chair of the Board cannot serve in that function for more than three (3) consecutive years.

Attendance: A Board member who cannot attend the monthly Board meeting notifies the Chair or Secretary on or before the day of the Board meeting. Board members who do not attend two (2) consecutive Board meetings without notification of absence are considered to have resigned. 

Board Vacancies: Upon resignation of an elected Board member, the Board may fill that vacancy of the Board of Directors until the next Membership meeting at which time a Special Election will be held. 

Election of Board Members: Board Members are elected annually by a vote of the General Membership at the Annual Meeting or Special Election. Nominations will be solicited via all communication methods currently being used. Any member may self-nominate by contacting the Vice-Chair or from the floor during the Annual Meeting or Special Election. A Board member is considered elected if they have a majority of the votes cast. If more people are running then there are Board seats available the candidates with the most votes each will be considered elected.

Special Elections of Board Members: Additional election of Board members may happen at any Membership Meeting with at least fourteen (14) days notice.

Election Voting: See Article IV for Voting requirements

Election of Board Officers: Board members shall meet after the annual meeting to elect a Chair, Vice Chair, Secretary, Treasurer and District Coalition Representative. The remaining Board members will be Members-at-Large. 

Duties of Board Members: The Board manages the affairs of the PNA. The Board may establish ad hoc committees or appoint representatives as it deems appropriate. All members of the Board are responsible for outreach to the community.

Duties of Board Officers: 

  • Chair: The Chair prepares an agenda, facilitates Board and General Membership meetings, serves as the spokesperson for the Board and signs checks over $500 on the Association checking account. 
  • Vice Chair: The Vice Chair performs the duties of the Chair in their absence and assists the Chair, as requested. In addition the Vice Chair manages the election process.
  • Secretary: The Secretary records minutes and maintains all records, and files. The Secretary forwards duplicates of all records in a timely manner to the appropriate organizations as dictated by the Office of Neighborhood Involvement (ONI) standards. 
  • Treasurer: The Treasurer receives and disburses funds, writes checks, maintains accurate fiscal records, presents a detailed monthly account of the fiscal position, and proposes an annual operating budget to the Board in November of each year.
  • District Coalition Representative: The District Coalition Representative attends the district coalition meetings, reports on events at the district level and from other neighborhoods, and maintains a strong working relationship with the other neighborhoods and the city.

Termination: Any Board Member may be terminated at a General or Special Membership meeting, with or without cause, by a simple majority of members present and voting, provided the proposal to terminate is noted in the agenda and submitted to the Membership a minimum of fourteen (14) days prior to the General or Special meeting. 

Regular Board Meetings: Board Meetings are held monthly on the day of the month and place decided at the first meeting of the Board each calendar year. The time or place of Board Meetings may be changed temporarily or permanently by a 2/3 vote of the Board Members present and voting. 

Special Board Meetings: Special Board Meetings may be called by the Chair or by a majority vote of the Board Members present and voting. A minimum of four (4) days’ notice will be provided for any Special Board Meeting. Notice may be given via email, phone or any other agreed upon method. 

Quorum: A quorum for any Board Meeting must be more than half of the number of board members. 

Voting: See ARTICLE V voting for requirements. However only Board Members are allowed to vote during a Board meeting

Participation: All Board Meetings are open to the public. Time and place will be posted publicly. Only qualified Board members are eligible to participate in discussion and vote, unless a non-Board member is invited by the Board to participate in discussion.

Executive Session: Executive Session is when certain sensitive topics including but not limited to grievances and legal matters are discussed. The Board may choose not to allow the public to attend.

ARTICLE VII COMMITTEES 

Grievance Committee: The Board has a standing Grievance Committee, consisting of the Chair and the Vice Chair. If the Chair or Vice Chair is a party to the grievance, another member of the Board will take their place on the committee.

Board Committees: The Board may establish committees appropriate to carry out the work of the Association. Committees will serve at the pleasure of the Board and not act on their own accord without Board approval. 

Outreach/Communication Committee: The Vice Chair will be one of the chairs of this committee. The focus of this committee is to centralize outreach and communication efforts by the PNA. This may include things like newsletters, meeting notification, mailers, etc.

Fundraising Committee: The Board may establish one or more fundraising committees to fund Neighborhood activities or programs. PNA may receive funds from volunteer contributions, grants or fund-raising activities. Membership dues are prohibited. 

Committee Chairs: All committee chairs must be approved by the Board, and they are expected to deliver a report in person or electronically of the committee activities on a monthly basis during the Board meeting.

ARTICLE VIII GRIEVANCES 

Eligibility to Grieve: Grievances are limited to complaints that the grievant has been harmed by a violation of the ONI Standards or these bylaws and that the grievant has been directly affected by the outcome of a decision of PNA. 

Grievances must be submitted in writing to the Board within 45 days of the alleged violation.

Processing the Grievance: The Grievance Committee (Article VII), will review the grievance and give the grievant and others the opportunity to present relevant comments. Deliberations may be held in executive session, not open to the public. The Committee’s recommendation is forwarded to the Board. 

Final Resolution: Within 60 days from receipt of the grievance the PNA Board will render a final decision on the grievance and notify the grievant of its decision. Deliberations by the Board on a grievance decision may be held in Executive Session. 

ARTICLE IX CONFLICT OF INTEREST 

A member with a conflict of interest must declare such conflict and may not vote on any Board or General Membership action related to that conflict. A conflict of interest is defined as one that provides a personal material or financial advantage to the member. 

ARTICLE X GOVERNANCE 

Standards, Practices, and Law: Piedmont Neighborhood Association is an officially recognized neighborhood association of the City of Portland, a Non-Profit Corporation of the State of Oregon, a federal tax-exempt organization under the Internal Revenue Service 501(c)(3) tax code. PNA will follow the City of Portland Office of Neighborhood Involvement Standards, the State of Oregon laws for Non-Profit Corporations, U.S. Internal Revenue Service laws and requirements.

Bylaws reviews and amendment: These bylaws will be reviewed annually by the Board of Directors. Amendments to these bylaws may be proposed by the General Membership or the Board for consideration and vote by the General Membership. A simple majority is required.

Governance Procedures: Robert’s Rules of Order will be followed in all areas not covered by the bylaws. 

These bylaws supersede any and all previous bylaws of the PIEDMONT NEIGHBORHOOD ASSOCIATION. Approved by the General Membership on 6/19/2025