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HomeMy WebLinkAboutItem 2D: Approval of Neighborhood Assocation Charter Revisions ECC UGENE ITY OUNCIL AIS GENDA TEM UMMARY Adoption of Neighborhood Association Charter Revisions Meeting Date: June 25, 2007 Agenda Item Number: 2D Department: Planning and Development Staff Contact: Beth Bridges www.eugene-or.gov Contact Telephone Number: 682-5272 ISSUE STATEMENT The City Council is asked to adopt, by consent, the revised charters for Churchill Area Neighbors and the Crest Drive Citizens Association. BACKGROUND Neighborhood Associations/Community Organizations are governed by their charters. The City has set forth very general guidelines in the Neighborhood Organization Recognition Policy. When a group updates its charter, the final step in the process is to bring it to the council as a consent item. Staff describes the process followed and highlights topics of interest. Process for revisions: The Churchill Area Neighbors (CAN) created a charter review committee of the Executive Board. Their recommendations were reviewed by the Executive Board and forwarded to a vote to the general membership. Notice of proposed charter revisions was announced in a postcard mailing. The proposed new charter and a comparison of the existing revised charters were posted on the CAN website. Charter amendments were voted on at the May 2007 General Meeting. The required quorum was met. Highlights are described below. A similar process was followed by the Crest Drive Citizens Association (CDCA). Neighborhood Services staff was available to meet twice with the CDCA board as it worked on the charter. The proposed charter revisions were published in the newsletter prior to the general membership vote. The general membership voted to approve the charter revisions at their March 2007 General Meeting. Boundaries: There were no changes to the existing boundaries. The CAN board discussed the idea of th expanding their northern boundary to 11 Avenue. However, they decided not to pursue the change at this time. Voting: CAN requires attendance at a meeting within the immediately preceding 12 months in order for members to vote. It provides a way for members not on the Board to participate in an advisory vote at Executive meetings. The general membership may override a Board decision by a 2/3 majority vote at a General Meeting. CDCA does not have a prior attendance requirement in order for members to vote. It did include a provision for making reasonable accommodations to allow members with physical disabilities to vote. Both associations set their quorum at 10 members. Ten members in addition to board members/officers is the level set forth in the February 2000 council-adopted definition of an active neighborhood association. L:\CMO\2007 Council Agendas\M070625\S0706252D.DOC Officers: Both organizations provide for elections for Board officers of Chair, Vice Chair, Secretary, and Treasurer. CAN members elect their Newsletter Editor; that position is appointed in CDCA. CAN completes its board by election of area representatives. CDCA’s Chair appoints board members, liaisons, and committee chairs, subject to approval by the general membership. Staff raised concerns with the Board about the CDCA provision of notice of nominations. The charter sets the notice requirement as being posted on the CDCA website and e-mailed to those on the e-mail list. In staff’s view, publication in a newsletter or postcard would ensure the information reached all CDCA members (active or potential). Notwithstanding, the Board and general membership choose to adopt the charter amendment. Meetings: The City Attorney’s Office has advised staff that neighborhood associations are not public agencies and therefore are not subject to the state’s public meeting laws. Notwithstanding, this charter requires notice of general and board meetings and specifies public information standards. Both charters have been revised to authorize the Board to conduct business via e-mail or conference call when situations demand an immediate response from the Board. The decision must be ratified at the following Board meeting. Public Information: Both charters include specifics about the neighborhood’s newsletter. CDCA also added a section on its web site. RELATED CITY POLICIES Within the City limits, neighborhood associations are officially recognized by the Neighborhood Organization Recognition Policy (NORP) (most recently updated in August 1976, Resolution #2554). COUNCIL OPTIONS 1.The City Council may adopt the revised charters as proposed by the associations. 2.The City Council may remand the revised charters back to the associations with specific concerns or recommendations. CITY MANAGER’S RECOMMENDATION The City Manager recommends adoption of the revised charters. SUGGESTED MOTION Move to adopt the revised charters for the Churchill Area Neighbors and Crest Drive Citizens Association. ATTACHMENTS A.Churchill Area Neighbors Charter B.Crest Drive Citizens Association Charter FOR MORE INFORMATION Staff Contact: Beth Bridges, Neighborhood Services Manager Telephone: 682-5272 Staff E-Mail: beth.b.bridges@ci.eugene.or.us L:\CMO\2007 Council Agendas\M070625\S0706252D.DOC ATTACHMENT A CHURCHILL AREA NEIGHBORS CHARTER REWRITTEN FEBRUARY 12, 2007 ARTICLE I NAME The name of this organization shall be the Churchill Area Neighbors. ARTICLE II GEOGRAPHIC BOUNDARIES (revised 1/26/04) The Churchill Area Neighbors encompasses that portion of the territory of the City of Eugene bounded on the south and west by the City limits, on the north by the th commercially zoned lots immediately south of West 11 Avenue, and on the east by Oak Patch Road (to its northern terminus with the above-mentioned commercial zoning), th south to West 18 Avenue, east to City View and south to the City limits. The neighborhood shall be divided into the numbered areas shown on the attached map, which is hereby incorporated by reference. The Executive Committee may from time to time consolidate, subdivide, or alter the area boundaries. ARTICLE III MISSION Section 1 Advise The Churchill Area Neighbors shall advise the City Council, Planning Commission, and other City boards, commissions, and officials on all matters affecting the neighborhood. The Churchill Area Neighbors shall address all matters which affect the neighborhood in accordance with the City of Eugene’s Neighborhood Organization Recognition Policy, Resolution No. 2554, as amended by Resolution No. 3746. The Churchill Area Neighbors shall develop proposals with respect to issues affecting the area as it sees fit. Section 2 Educate The Churchill Area Neighbors shall educate the citizens of the neighborhood and facilitate communication between the area residents on matters of common concern. Section 3 Protect The Churchill Area Neighbors shall exercise the powers granted to it and allowed by the Eugene Neighborhood Organization Recognition Policy, Resolution No 2554, as amended by Resolution No. 3746, as is necessary and appropriate. 1 ARTICLE IV MEMBERSHIP Membership in the Churchill Area Neighbors is open to all residents and property owners (business or residential), 18 years and older, as defined in Article II. ARTICLE V VOTING Section 1 Eligibility A member must have attended at least one general meeting within the previous calendar year in order to vote for members of the Executive Committee. The Secretary of the Churchill Area Neighbors shall retain the attendance lists for all meetings for the previous twelve month period. Section 2 Voting Every Churchill Area Neighbors resident (as defined in Article II) is entitled to participate and vote at any general or Executive Committee meeting. No absentee voting or voting by proxy shall be allowed. ARTICLE VI OFFICERS Section 1 Officer Positions The officers are Chairperson, Vice Chairperson, Secretary, Treasurer and Newsletter Editor. Section 2 Officer Duties a)Chairperson Duties: The Chairperson shall coordinate and supervise the business activities of the Executive Committee of the Churchill Area Neighbors. The Chairperson shall preside at all meetings of the Executive Committee and all general meetings, serve as an ex officio member of all committees, and be the primary contact person for and liaison with the city of Eugene. b)Vice Chairperson Duties: The Vice Chairperson shall assist the Chairperson upon request. In the absence of the Chairperson or in the Chairperson’s inability or refusal to act, the Vice Chairperson shall execute the duties and power of the Chairperson. c)Secretary Duties: The Secretary shall: 1) record and keep records of all meeting minutes (general, Executive Committee or special meetings); 2) record and maintain attendance lists; 3) provide copies of meeting attendance records upon request and; 4) keep a file of any other correspondence or other records as necessary and defined by the Chairperson; all records and files shall be maintained for a minimum of 36 months. 2 d)Treasurer Duties: The Treasurer shall receive all association funds, deposit them in a bank approved by the Executive Committee, and pay out funds authorized by at least one other Churchill Area Neighbors officer. e)Newsletter Editor Duties: The Newsletter Editor shall see to the publication of the Churchill Area Neighbors Newsletter and oversee the Churchill Area Neighbors website. ARTICLE VII EXECUTIVE COMMITTEE AND AREA REPRESENTATIVES Section 1 Executive Committee The Executive Committee shall consist of the officers of the Churchill Area Neighbors and one person from each of the area neighborhoods (as defined in Article II). In addition, one representative from each adjacent neighborhood shall be granted ex officio status on the Churchill Area Neighbors Executive Committee, if nominated by the Executive Committee or equivalent body, (for example an officially recognized adjacent neighborhood organization). Section 2 Area Representatives a)Terms of persons serving as Area Representatives when this Charter is adopted shall continue until December 2007, for representatives of odd numbered areas, and December 2008 for representatives of even numbered areas. Thereafter, each area representative shall be elected for a two-year term. If a vacancy occurs the Chairperson shall nominate a person to fill the position. The Executive Committee must then approve the nomination at the next general meeting. b)Eligibility to serve as an area representative is limited to people who reside in the area represented. Alternatively, if the resident’s area already has a representative and the resident works within another area of the Churchill Area Neighbors Area, the resident can opt to represent the area in which they work (if no resident from that area wants the position). c)Area Representatives will facilitate communication between residents of their area and the Churchill Area Neighbors as needed. If necessary, the Area Representative will research the opinion of the area residents and report to the Executive Committee with recommendations for land use actions within the specific area. Section 3 Executive Committee Meetings The Executive Committee shall hold regularly scheduled meetings and may hold special meetings when called by the Chairperson or by any three Executive Committee members. All meetings of the Executive Committee are open to the general public. 3 Section 4 Notice of Meetings a)The dates of all upcoming regularly scheduled general meetings and Executive Committee meetings shall be published in the newsletters (when published). Notice of Executive Committee meetings shall also be given to the City of Eugene Neighborhood Liaison Office for public notice. Notice of special meetings of the Executive Committee shall be given to all Executive Committee members and to the Neighborhood Liaison Office for public notice. b)Meeting notices shall include the date, time, place for each meeting, and a summary of the agenda. Section 5 Meeting Agenda Executive Committee meetings agendas shall include all items requested by the Chairperson or any two members of the Executive Committee. Any participant may raise and have discussed any additional item not previously on the agenda, but that item shall not be voted upon until the next meeting unless two thirds of the Executive Committee members present and voting approve a motion to allow voting at the same meeting. Section 6 Quorum A majority of the Executive Committee members constitutes a quorum for the transaction of business. Less than a quorum of the Executive Committee may meet, but not take action on behalf of the Churchill Area Neighbors. Section 7 Minutes Minutes of the Executive Committee shall be kept on file by the Secretary (see Article VI, Section 2, Part C). Actions taken by the Churchill Area Neighbors shall be communicated to the area residents via publication of summaries in the Churchill Area Neighbors Newsletter and on the Association website. Section 8 Powers The Executive Committee may exercise the powers of the Churchill Area Neighbors as necessary to accomplish the mission of the organization. Section 9 Voting a)Except as otherwise provided in this charter, a majority of a quorum shall be sufficient to determine any matter before the Executive Committee. b)Any matter submitted for vote by the Executive Committee shall also be submitted for vote by the participants present at the meeting. The vote of the Executive Committee and the vote of any other Churchill Area Neighbors residents present at the meeting shall be recorded in the minutes. c)The vote of the participants at any Executive Committee meeting shall be taken before the final Executive Committee vote on the same issue. The vote of the 4 participants shall be advisory to the Executive Committee, and shall be reported at all subsequent occasions when the vote of the Executive Committee is discussed. d)Any decision by the Executive Committee which is intended to represent the view of the Churchill Area Neighbors shall be presented to the members at the next meeting. The members may override the Executive Committee decision by a vote of two thirds of the members present and voting. e)In the event of an emergency, the officers may vote on an issue electronically or via telephone polling, the decision to be ratified at the next meeting. Section 10 Representation The Chairperson or the Chairperson’s designee shall present the neighborhood’s opinions to the City Council, Planning Commission, or other appropriate decision makers when required and authorized by a vote of the Executive Committee. The presentation shall include the number of votes for and against the issue by both the Executive Committee vote and the participants vote. If there is a minority position on an issue, represented by at least one third of those voting in either group this shall also be presented. ARTICLE VIII NOMINATION, ELECTION AND REMOVAL OF OFFICERS AND EXECUTIVE COMMITTEE MEMBERS Section 1 Elections The officers shall be elected at the annual meeting in February and shall serve staggered two-year terms. Upon adoption of this charter, the Chairperson and Treasurer shall serve until February 2008; the Vice Chairperson, Secretary and Newsletter Editor shall serve until February 2009. Thereafter each officer shall be elected at the general meeting in February for two-year terms. Section 2 Nominating Committee A three-member nominating committee shall be appointed by the Chairperson prior to the general meeting in February. Notice of the creation of the nominating committee and the annual election shall be published in the February notice (newsletter or postcard, and on the Association website) by the Churchill Area Neighbors. Section 3 Candidates At the February general meeting the nominating committee shall present the proposed candidates for office. The slate of the candidates for office shall be published in the February notice of the Churchill Area Neighbors. At the February meeting, additional nominations for a specific office or Executive Committee position may be made from the floor. 5 Section 4 Absences If a member of the Executive Committee is absent from four consecutive meetings (whether regularly scheduled or special meetings), that member’s position shall be vacated unless the Committee finds that extraordinary circumstances prevented the member’s attendance. Section 5 Termination Membership on the Executive Committee terminates at once for anyone who moves out of the neighborhood (as defined in Article II). Section 6 Vacancies The Executive Committee shall fill vacancies in the offices of Chairperson, Vice Chairperson, Secretary, Treasurer, and Newsletter Editor by appointment. ARTICLE IX GENERAL MEETINGS The Churchill Area Neighbors will hold at least four general meetings a year. One of the general meetings shall be held in February to elect officers. Notice of general meetings shall be provided in the manner described for Executive Committee meetings. All meetings are open to the public. Each participant (as defined by Article IV) is entitled to one vote at the general meetings. The quorum necessary to transact business at general meetings is ten participants. ARTICLE X NEIGHBORHOOD NEWSLETTER Section 1 Purpose The purpose of the Churchill Area Neighbors Newsletter is to distribute information to the area residents (as defined by Article II) and to provide a forum for free expression of opinions and/or issues of interest to the neighborhood by persons entitled to participate in the Churchill Area Neighbors. Section 2 General Policies a)Advocacy positions may be included in the newsletter in an editorial format. The newsletter shall clearly indicate editorial material and guarantee space for timely printing of differing viewpoints. b)Commercial advertising shall not be permitted. c)The Executive Committee has the ultimate responsibility for the content of the newsletter. 6 d)Each issue of the newsletter shall identify the officers of the Churchill Area Neighbors, the Newsletter Editor, and those compiling that issue, if other than the officers or the executive committee. e)Each issue of the newsletter shall include a postal address, phone number and email address for submission of articles, letters or other material. ARTICLE XI COMMITTEES The Executive Committee may establish committees to conduct the business of the Churchill Area Neighbors. The purpose and authority of each committee shall be specified at the time that the committee is created. ARTICLE XII AMENDMENTS AND CHARTER REVIEW This charter may be amended by a majority vote of the participants at any general meeting of the Churchill Area Neighbors, and shall become effective upon approval by the City of Eugene. However, written notice of the proposed amendment must be provided in the Churchill Area Neighbors Newsletter prior to the general meeting. 7 ATTACHMENT B CHARTER FOR THE CREST DRIVE CITIZENS ASSOCIATION Article I. Name. Section 1 . The name of this organization shall be the Crest Drive Citizens Association (CDCA). Article II. Geographic Boundaries. Section 1. Beginning at the intersection of Willamette Street and 29th Avenue; the northerly boundary being as follows: west along West 29th Avenue to Lorane Highway; thence north on Washington Street to West 28th Avenue; thence west on West 28th Avenue to Chambers Street. Go north on Chambers Street to West 24th Avenue, then west to City View. Follow City View as if it were extended south to the south edge of the McClean subdivision. Go south and east along the urban growth boundary to the intersection of Pinewood Drive and Ridgewood Drive. Then along Pinewood Drive, if extended, east to the west line of the Densmore plat. Go north along the Densmore plat west line to West 40th Avenue if extended west. Continue east on West 40th Avenue, then north on Densmore Road to West 39th Avenue. Continue east along West 39th Avenue to Willamette Street. Go north on Willamette Street to 29th Avenue, the true point of beginning. Article III. Purpose. Section 1. The purpose of the Crest Drive Citizens Association is to promote community at the neighborhood level and improve the livability of the neighborhood. This may be done by: (a) Providing a forum for members to identify, discuss, and resolve neighborhood issues by encouraging and facilitating communications and participation among the members on matters of common concern. (b) Educating neighbors on issues, public process, City services and policies, and elections. (c) Sponsoring neighborhood improvement projects and social events. (d) Maintaining and fostering neighborhood communication with the City of Eugene and with other public or private entities by identifying and advocating CDCA’s position on issues such as land use and zoning, transportation and traffic, public safety; housing, school and community facilities; parks and recreation; economic development; issues affecting the elderly and youth; and other factors related to sustainability, livability, and other social and economic aspects of our neighborhood. Section 2. The association shall address all matters which affect the neighborhood in accordance with the City of Eugene’s Neighborhood Organization Recognition Policy Resolution 2554. Section 3. The association shall do whatever else it deems necessary and appropriate to enhance the welfare of its members and livability of the neighborhood. Article IV. Membership. Section 1. Membership is open to any property owner or resident of voting age within the geographic boundaries described in Article II. Membership is also extended to the single legal representative of a business or non-profit or other establishment located within said boundaries. (a) Participation in association activities is declared by entering one’s signature and address on the neighborhood association’s membership attendance log available at each General Meeting. (b) Each member shall be entitled to one vote. (c) Each corporation, partnership, non-profit agency, or business shall be entitled to one vote. (d) There shall be no voting by proxy. Reasonable accommodations will be made to allow members with physical disabilities to vote. Section 2. Membership will terminate for anyone who no longer meets member requirements as stated in Section 1. Article V. Officers. Section 1. The officers shall consist of a (1) Chair, (2) Vice Chair, (3) Secretary, and (4) Treasurer. Alternately, two people may serve as Co-chairs, in which case no vice chair will be elected. Section 2. Duties of Chair. The chair shall coordinate and supervise the business and activities of the Executive Board and CDCA organization. S/he shall preside at all meetings of the Executive Board and General Membership, serve as an ex officio member of all committees, and act as the primary contact person and liaison with the City of Eugene and the Neighborhood Leaders Council. Section 3. Duties of Vice Chair. The vice chair shall assist the chair in his/her duties on request. In the absence of the Chair, or in the event of the Chair’s inability or refusal to act, the vice chair shall execute the duties and powers of the chair. Section 4. Duties of Co-chairs. The duties of the Co-chairs will include all those enumerated in Section 2 and Section 3 above. Section 5 . Duties of Secretary. The secretary shall record the minutes of all General Membership and Executive Board meetings and maintain and file copies of said minutes, correspondence, and membership attendance logs. Section 6 . Duties of Treasurer. The treasurer shall receive all association funds and pay out funds as approved by the Executive Board. Article VI. Nomination and Removal of Executive Board Members. Section 1. The officers shall be elected by a simple majority of those in attendance at the Annual Meeting in November and shall serve a one-year term. Upon election, the Chair shall be entitled to appoint additional board members, liaisons, and committee chairs subject to approval by the general membership. Section 2. Nominations shall be accepted only at the meeting prior to the Annual Meeting in November. Nominations shall be for a specific office. Section 3. The ballot shall be posted on the CDCA website and also sent via e-mail to those on the current e-mail list by the appointed Communications Liaison within two weeks following the October General Meeting. Section 4. Any vacancy of the Executive Board shall be filled for the remainder of the term by a majority vote of the general membership. Section 5 . An officer may be removed by a two-thirds vote of the members present at a General Meeting. However, prior notice of intent to submit a removal motion is required at the General Meeting immediately preceding the meeting in question. Section 6. If a member of the Executive Board is absent for three consecutive official meetings, that member’s position shall be vacated unless the Board finds extraordinary circumstances prevented the member’s attendance. Article VII. Executive Board. Section 1. The Executive Board shall consist of the four elected officers plus additional board members, liaisons, and committee chairs. Section 2. The Executive Board shall hold regularly scheduled meetings and the membership shall be given reasonable, advance notice of said schedule. Meetings of the Executive Board shall be open to the general public. Section 3. The Executive Board will be responsible for establishing the time, place, and agenda for the General Meetings and ensuring reasonable advance notice to members. Section 4. Special meetings of the Executive Board may be called by the Chair or by one-half of the Executive Board members, after notice has been provided to all Executive Board members. Reasonable efforts shall be made to inform the CDCA membership of special meetings. In the event of situations calling for prompt action, such meetings may be conducted by conference telephone call or by e-mail. Section 5. The majority of the Executive Board shall constitute a quorum for the transaction of business. Section 6. Executive Board policy decisions and opinions must be presented to the general membership for approval. Section 7. (a) The Executive Board may represent the neighborhood association’s opinions to the City Council, Planning Commission, or other appropriate decision-makers. Such advisory opinions will specify whether the position is one of the general membership or a committee. (b) If a minority position on the issue is represented by at least one-third of those voting, this shall also be presented. Article VIII. General Meetings. Section 1. (a) At least four General Meetings will be held each year at a time and place to be established by the Executive Board. Should the Eugene City Council require additional meetings to meet a minimum meeting requirement, that number shall become the minimum. (b) Notice of the location, time, and date of all meetings shall be provided to the members in a timely manner. (c) A quorum at a General Meeting shall be 10 members. (d) The Annual Meeting will be held each November. (e) CDCA General Meetings include any CDCA-sponsored activity at which attendance is taken. (f) All CDCA meetings are open to the public. Section 2. Election of the Officers of the Executive Board shall take place at the Annual Meeting. Section 3. Emergency Meetings: Emergency General Meetings may be called by a majority vote of the Executive Board or by a petition requesting said meeting signed by 20 neighbors and delivered to the neighborhood Chair. Section 4. Executive Board members shall notify Chair of non-attendance at any meeting. Section 5. CDCA meetings shall be conducted according to generally accepted rules and procedures, with an emphasis on allowing those persons present at the meeting to have an opportunity to be heard. Article IX. Committees. Section 1. The Chair shall appoint all committees and committee chairs as needed to meet the needs of the association. Section 2. The committees shall collect information and review subjects for the purpose of presenting information to the membership for discussion and decision-making. Section 3. A committee chair shall present a report (oral or written) of the committee meeting and activity in a timely manner to the General Membership. Section 4. Committee meetings will be announced publicly by the Communications Liaison and open to the general membership (or public). Article X. Finances. Section 1. (a) The association may receive funds and may own and dispose of property. (b) The association may secure monies or grants to fund a specific project or program. (c) With membership approval, the Treasurer may accept donations from the general membership for a specific project or program. Section 2. (a) An annual budget shall be approved by the General Membership before expenditures commence. (b) Any expenditure other than those budgeted shall be approved by the General Membership. Section 3. The association may employ persons to further its purpose. Section 4. The Treasurer shall give a report (oral or written) of available funds and detailed expenditures at the General Meetings. Article XI. Neighborhood Newsletter. Section 1. The name of the CDCA newsletter shall be “Ridges & Vales”. Section 2. The purpose of the neighborhood newsletter is to: (a) Distribute information to the members and provide a forum for free expression of opinions by neighborhood members on issues of interest to the neighborhood and the community. (b) Provide notification of upcoming meetings; facilitate discussion on local neighborhood issues; share information related to the neighborhood; distribute City public information; and foster dialogue on elections and ballot measures related to the neighborhood. (c) Promote neighborhood, community, and city events; recognize people and businesses for their contributions to the neighborhood; recognize individuals, organizations and businesses for their volunteer efforts on behalf of the neighborhood. (d) Facilitate the continuing development of a vital neighborhood and community. Section 3. The Chair shall appoint a member to produce the newsletter in conjunction with City staff. Section 4 . The newsletter editor shall work with City staff to produce a product that meets the Neighborhood Association newsletter guidelines adopted by Council. Section 5. Advocacy positions (on non-election issues) may be included in the newsletter in an editorial format. Section 6 . Commercial advertising is not permitted, if City funds are used to publish the newsletter. Article XII. Website. Section 1. The address of the neighborhood website shall be <www.crestdriveca.com>. Section 2. The purpose of the neighborhood website is to distribute and archive CDCA information. (a) The CDCA newsletter as well as Executive Board and General Membership meeting minutes shall be posted to the website. (b) The website may be used to recognize people and businesses for their contributions to the neighborhood. Section 3. The Chair will appoint a CDCA member to maintain the website. Section 4. (a) Renewal of the hosting server shall be approved and funded annually by the membership association. (b) Changing the website address requires a vote of two-thirds of members present at a General Membership meeting, which must preceed the annual renewal and funding anniversary. Section 5. Commercial advertising is not permitted if City funds were used to purchase the domain. Article XIII. Adoption and Amendments. Section 1. This charter may be adopted, repealed, or amended by a two-thirds vote of those members present at any General Membership meeting. Written notice of the meeting and of the proposed changes shall be forwarded to all members prior to the meeting. If approved it takes effect immediately unless it includes a provision delaying implementation.