January 25, 2012 To: SE Uplift Coalition and Neighborhood Association Board Members From: Anne Dufay, SE Uplift

Executive Director Re: Urgent! Insurance and Board voting procedures The work done by our Neighborhood Associations and Coalition has never been more important. Increasing density and demographic shifts enliven our neighborhoods and challenge our understanding of who we are. Climate change and the possibility of other catastrophic events, such as earthquakes, remind us how critical a resource each neighbor may one day be to each other. Street by street, neighborhood by neighborhood, our neighborhood associations work to build resiliency into our city fabric. SE Uplift provides insurance that covers all our Neighborhood Associations, their boards of directors and the Coalition and its board. This insurance allows us to continue our sometimes difficult work without exposure to personal liability. Recently our insurance broker has clarified the voting and decision-making procedures our insurer requires be followed by Corporations they insure. These procedures are the same ones the State of Oregon, Corporation division, assumes as the default practice of nonprofits incorporated in the State of Oregon. In order to continue to receive insurance some of our neighborhood boards may need to make some changes to be in compliance with these expectations. Southeast Uplift board and staff will be working with all our boards in the coming months to help bring their organizations into compliance. Following is a recap of the procedures our insurer requires of our boards: Who votes, on what? 1) The general membership i) Votes to elect the directors. Depending on the organizations bylaws, the membership may also elect the officers, or the directors may do so. ii) Votes to create or amend bylaws and articles of incorporation. iii) May also be given authority to vote on dissolution of the organization and disposal of its assets. 2) The Directors and Officers i) Vote on all policy and organizational management issues, including establishment of committees. ii) May take input from the membership via a straw poll or discussion, but must make their voting choices with reference to the corporations bylaws and all the federal, state and local laws that bind the organization. Q. What does having this insurance coverage provide to our organization? A. Directors and Officers insurance, liability insurance and volunteer accident insurance coverage. Q. What do these different types of insurance cover?

A. Directors and Officers insurance is the coverage that insures the NA board members in the event they are sued for something arising out of their participation on the NA board. Liability insurance protects your organization in the event of accident or injury to a guest at your events, whether they happen at a community meeting or other event, such as a picnic in the park. For instance, this is the insurance coverage the city requires to allow your organization to hold an event on any city property, which PPS requires for activities on their property, that churches and other landowners similarly require, and that PGE requires if you wish to hang banners on their poles. Volunteer accident insurance provides modest coverage to the organizations volunteers in the event they are injured when working on organization business. Q. Does the Board vote in general elections? A. Yes. The Directors and Officers are considered part of the general membership, and so they too participate in general membership votes, with the exception of the Chair/President who only votes to break a tie. Q. Can the neighborhood association members still have a voice in the choices and direction their board takes? A. Yes. They can participate in all discussions at meetings, and present or request information to better inform all decisions. If board members wish to take the temperature of the membership on a particular topic or action they may ask for a show of hands or other indication of opinion in a straw poll. Members may influence the boards votes by electing directors who represent their views and visions for the neighborhood. They can also run for office themselves, or solicit others to do so. The grievance process is another tool members may use to insure their representatives follow their organizations bylaws and the ONI Guidelines. Q. Are board members bound by a straw poll? A. No, board members are expected to make their best decision based on all inputs, including their knowledge of organizational bylaws, best practices, liability issues and binding rules and regulations. Q. This information is different than what ONI has said in its guidelines. I thought we were required to follow their rules? A. This information was not known at the time ONI drew up its guidelines. ONI staff are aware of this issue now, and support the Coalitions need to abide by insurer requirements. Q. What about updating our bylaws? A. SE Uplift staff have reviewed all our 20 NA bylaws and are preparing to assist every NA that needs updates. Q. Can we have someone come talk to our board in more detail about these issues? A. Yes. SE Uplift Board Members and the Executive Director, Anne Dufay, are available to come speak with your organizations. Contact Anne at anne@southeastuplift.org, or 503 232-0010 x311 if you would like to arrange to have a SE Uplift representative at your meeting, or if you have further questions.