Portland Neighborhood Association Bylaws—Templates/Suggested Content (09/07/2014)
These “bylaws templates” were prepared to help recognized neighborhood associations in Portland develop and update their bylaws.
All Portland neighborhood associations must comply with the ONI Standards. The ONI Standards (2005) require all recognized neighborhood associations to have bylaws. The ONI Standards also identify specific elements that every neighborhood association needs to include in its bylaws. This template incorporates all the bylaw elements required by the ONI Standards (2005). The ONI Standards (2005) are available on the ONI website: http://bit.ly/1xlRZ6j.
This document updates the previous bylaws template developed in 2006. It responds to new information and many questions that neighborhood associations have asked since 2006. This document was developed collaboratively by a committee of neighborhood coalition staff people from around the city and ONI staff.
This document includes two template versions of sample bylaws.
- Full Version: The “full” version includes: recommended bylaws language, optional language, and additional guidance and context. The “full” version is for neighborhood associations that are incorporated and have sufficient volunteer capacity to maintain and manage an active association.
- Simple Version: The “simple” version suggests more limited bylaws language that would be appropriate for an unincorporated association with minimal volunteer capacity.
This document also includes:
- a list of Basic Governance and Management Tasks
- a Glossary of important terms
Role of bylaws: Neighborhood association bylaws are the internal rules by which neighborhood associations operate. But they can be more than that. Well-written bylaws can reflect the values and purposes of a neighborhood association, and, by promoting efficient administration, can help a neighborhood association accomplish its goals. Bylaws should focus on the governance of the association, i.e., how decisions are made and implemented. Bylaws should not attempt to address all the different kinds of activities and issues in which neighborhood associations engage.
Relationship of bylaws to other documents: In addition to bylaws, your association may have other formal governance documents.
- Articles of Incorporation: Neighborhood associations that are incorporated will have “Articles of Incorporation.” The articles are the most important governance document for a non-profit organization. State law sets out basic information that must be included in the articles and requires that a board of directors govern the corporation. The articles supersede both bylaws and board policies.
- Bylaws: Bylaws can play a dual role—addressing governance of the neighborhood association by setting out basics of the board’s composition and duties, and also addressing management of other affairs of the neighborhood association.
- Board Policies: A third set of documents, known as “board policies,” can address details of the board’s operation, such as: codes of conduct, financial accountability practices, conflict of interest, newsletter and editorial policies, meeting times, document signing, etc. (Contact your neighborhood coalition or ONI for examples of these policies.)
Picking the right organization for your group: Most Portland neighborhood associations are incorporated non-profit organizations. Some also have acquired federal tax-exempt status under the IRS rules. Although, the ONI Standards establish broad rules for the operation of neighborhood associations and require certain bylaw provisions—the ONI Standards do not require neighborhood associations to adopt a particular structure or model of governance. Neighborhood associations, through their bylaws, may construct models of governance that fit their unique needs. A primary question is whether to incorporate or not. A decision to incorporate leads to other questions. One of the most important is how to define the roles of and relationship between the general membership and the board. Another is the type of non-profit and tax-exempt status the neighborhood association should seek. The governance model your neighborhood association chooses can depend on a number of factors, including: the size of the neighborhood and the number of people participating, the potential for legal liability of activities, and the ability to raise funds and apply for grants. An incorporated organization that does not have federal tax-exempt status, must have a “fiscal sponsor” organization to qualify for tax exemption for its fund raising. Neighborhood coalition offices often serve as fiscal sponsors for neighborhood associations and neighborhood association events and projects.
Know your organization type: Your organization type affects what you must include in your bylaws. Most Portland neighborhood associations are incorporated non-profit organizations with the Oregon Secretary of State’s Office. Incorporated non-profits must comply with ORS 65 the Oregon State Non-profit Corporation Law. Some also are registered as federal tax exempt 501(c)(3) organizations with the IRS and must comply with IRS requirements. A few neighborhood associations are unincorporated associations.
To find out if your neighborhood association is incorporated in Oregon, go to: http://bit.ly/1uAkoJS
- Many neighborhood association Articles of Incorporation and Bylaws are available on the ONI website: (articles) http://bit.ly/1ufCpft; (bylaws) http://bit.ly/WKe7MV
- The Oregon Nonprofit Corporation Handbook (5th Ed.) provides helpful guidance on developing and reviewing bylaws and many other aspects of creating and managing a non-profit organization.
- The full text of ORS 65 (2013 edition) is available at: http://bit.ly/1px9wEt
To find out if your neighborhood association has federal tax-exempt (e.g. 501(c)(3)) status, contact your neighborhood coalition office or go to: http://1.usa.gov/X5grOw.
- IRS Rules for tax-exempt non-profits: http://www.irs.gov/Charities-&-Non-Profits
The “Full Version” emphasizes the incorporated, board-governed model: The “Full Version” reflects a recommendation that Portland neighborhood associations incorporate and adopt a board-governed model to help manage legal liability for the organization. The board-governed model also is recommended because of the reluctance of insurance companies to insure unincorporated entities and general-member-governed vs. board-governed organizations. Language in this template assumes that the neighborhood association is led and managed by a board of directors. Under this model, members of the organization generally have the formal power to elect directors, amend the bylaws, and vote on merging or dissolving the organization.
Questions and/or Suggestions: If you have questions or suggestions or how the template can be improved contact your neighborhood coalition office (http://bit.ly/1sva3x8) or Paul Leistner at ONI (firstname.lastname@example.org; 503-823-5284).