By: Molly Mayo, SEUL Executive Director & Adam Lyons, NECN Executive Director
There has been discussion in several areas across the city about whether or not the appointment of board members to local neighborhood associations is allowed. Here is some information compiled by SE Uplift Neighborhood Coalition and NE Coalition of Neighbors, two district coalitions that support the city-wide neighborhood association system, to help answer community questions about this issue.
What does “appointment of board members” mean?
Appointment of board members refers to individuals being voted on to a neighborhood association board of directors by a majority vote of the board. It is a process permitted by many neighborhood associations to achieve a full board of directors.
Is the appointment of board members allowed in the neighborhood association system?
A neighborhood association’s bylaws specify whether or not appointment of board members is allowed. Most neighborhoods throughout the city allow for the appointment of board members. For example, in the SE Uplift area, 17 of 20 neighborhoods allow for the appointment of board members.
Is appointment of board members common?
Appointment of board members is a common practice. Most neighborhoods in the city have chosen language in their bylaws which allow for the appointment of board members. When neighborhood association bylaws don’t have clear language around circumstances under which appointments can be made, it is up to the board to interpret their association’s bylaws. However, in a few instances neighborhood association bylaws have specified that appointment of board members is allowed for the following vacancies: when any of the designated number of board positions are left unfilled, when a board member resigns their position, or when a board member does not meet attendance requirements.
Is appointment of board members legal?
Oregon law allows for board vacancies to be filled by the board of directors. A nonprofit must follow its bylaws, and if nothing is stated otherwise, boards of directors are entitled to appoint board members to fill vacancies. (Go to section 65.334 of Oregon Revised Statutes Chapter 065.)
Are there any materials from district coalitions or the Office of Community and Civic Life (formerly Office of Neighborhood Involvement) related to the appointment of board members for neighborhood associations?
The Office of Community and Civic Life offers neighborhood associations a template of bylaws that can be used when they are developing or revising bylaws. The template contains language allowing for the appointment of board members. It can be accessed here.
Let’s look at some questions from neighbors around this issue.
“I feel board members should only be elected by the general membership, and our bylaws allow for the appointment of board members. What should I do?”
You can propose the board undergo a bylaws revision process. If the board chooses to revise the bylaws, usually a 2/3 vote of the general membership is required. Your association’s bylaws will have a description of the required process to change the bylaws.
“I am an appointed board member. Am I less legitimate than a board member that was elected by the general membership?”
No, the board of directors voted on your nomination, and you received a majority vote of the board. The avenue of entry to the board was different than election by the general membership, but you are not less legitimate. Most boards and communities need more volunteers, not fewer, hence the purpose of allowing appointments. You are an important and valued community volunteer and a full member of the board of directors.