ARTICLE I: NAME

The name of this Hamlet shall be the Hamlet of Molalla Prairie.

ARTICLE II: PURPOSE

The purpose of the Hamlet of Molalla Prairie is:

1. To be a local, grass roots, non-partisan, organization formed under Chapter 2.10 of the Clackamas County Code.
2. To provide members of the Hamlet a forum for dealing with a broad range of issues including but not limited to matters concerning the rights and interests of local members and land owners, public safety issues, and rural small business development.
3. To represent the interests of the rural community and to work with other organizations, government agencies, rural residents and businesses to advance those interests.
4. To initiate and coordinate activities approved by its members and its Board of Directors.
5. To serve as a hub for information distribution for the rural community.

ARTICLE III: ACTIVITIES

The Hamlet shall:

1. Hold Rural Community Meetings. The term Rural Community Meeting shall have the same meaning as Town Hall Meeting in Clackamas County Ordinance 03-2007.
2. Develop policy in matters of interest and concern to its members.
3. Provide for education and information sharing of, including but not limited to, economic development, agri-tourism, archeological and historical projects, public safety and transportation, emergency planning, and strategic planning for rural community building.
4. Represent the Hamlet membership to governmental bodies and organizations.
5. Develop and maintain active communication with Hamlet members by such means as electronic media (Hamlet website and email) and print media (mailings and newspapers).

ARTICLE IV: BOUNDARY

Section 1. Proposed. The boundary of the hamlet is identified on attached map of January 19, 2010 (Exhibit A).

Section 2. Changes. The Hamlet Boundary may be changed after discussion with neighboring organizations, jurisdictions, and service providers. Proposed boundary changes must be approved by a majority vote of the Hamlet members at a Rural Community Meeting followed by review and approval by the Clackamas County Board of Commissioners (BCC).

ARTICLE V: HAMLET MEMBERSHIP AND VOTING

Section 1. Membership. A Hamlet member is a person at least 18 years of age who is domiciled within the boundaries of the Hamlet or a person who owns real property within the boundaries of the Hamlet, but is domiciled outside those boundaries. A member may also be a business entity that is established under ORS Chapters 56-70, 554, 748, or that qualifies as a Business Trust under ORS Chapter 128 if the entity or trust owns real property or maintains a business located within a Hamlet. To establish membership, a person must present evidence of the above. Members may participate in all activities of the Hamlet.

To participate in formation activities, sign petitions, vote, or serve on the board of directors of the Hamlet, a member who is an individual must be at least 18 years of age.

Section 2. Voting. All votes shall be by paper ballot at the Rural Community Meeting, unless otherwise determined. No proxy or absentee votes are allowed. In order to vote at a Rural Community Meeting, members must be present at the meeting.

ARTICLE VI: BOARD OF DIRECTORS

The Hamlet Board of Directors (the Board) is the representative voice of its members and serves in an advisory capacity to the BCC on issues of hamlet concern. Any qualified hamlet member who resides within the Hamlet boundary shall be eligible for the Board. The names of all nominees shall be submitted to the county liaison at least twenty eight (28) days prior to election at a hamlet Rural Community meeting for review and approval by the BCC at a public work session before the election.

Section 1. Number. The Hamlet Board shall have a minimum of five (5); a maximum of eight (8) Board members.

Section 2. Eligibility. Candidates for positions on the Board shall complete an application form indicating their eligibility.

Section 3. Duties. The primary duties of the Board members are to:

1. Consult with Hamlet members to determine the Hamlets vision and goals.
2. Work with members to carry out the Hamlets activities.
3. Gather member input on all actions requiring a vote by the Board.
4. Conduct all appropriate administrative functions of the Hamlet, including yearly budget and record keeping.
5. Conduct Rural Community and Special meetings as described in Article VIII.
6. Provide an annual report of activities to the members of the Hamlet, the Countys Liaison and the BCC.
7. Represent the Hamlet to other jurisdictions and the BCC.
8. Undertake any other duties proposed by the members and approved by the Board, County Liaison, and BCC if necessary.
9. Consistent with the Clackamas County Ordinance on Hamlets and Villages and subject to the prior approval of the BCC, the Board may enter into Memorandum(s) Of Understanding (MOUs) with any other recognized Governmental entity in accordance with applicable laws.

Section 4. Term and Elections. The term of office for Board members shall be two (2) years except for the exception in subparagraph c below. Board members shall be elected by the majority vote of Hamlet members present at the designated annual Rural Community Meeting.

1. Nominations: Nominations for the Board shall be submitted to a Nominating Committee made up of at least two Hamlet members not serving on the Board. All persons nominated must complete a form provided for the purpose by Clackamas County. Completed nomination forms will then be submitted to the BCC staff by the Secretary or Registrar for the BCC to approve or reject. The submittal by the Hamlet to the BCC shall be made at least 28 days prior to the Rural Community elections meeting.
2. Voting procedures: Elections for vacant positions will be conducted once each year as a minimum. Special elections (to fill vacant positions up to a maximum of eight Board members) may be directed by the Board when the Board deems necessary.n.
3. Exception for Initial Election: In the initial election at the time of the formation of the Hamlet, between five and eight Board positions shall be voted on. The elected Board will determine by a fair and neutral process, which members will serve only an initial one year term in order to ensure long term continuity of the Board via alternating expiration of terms.

Section 5. Officers. The Board members shall choose a chair, vice-chair, secretary and treasurer from among themselves. The Board may also choose a Corresponding Secretary, a Registrar, and/or a Sergeant at Arms from remaining Board members.

Section 6. Duties of Officers.

1. Chair: The Chair shall: preside over all meetings of the Hamlet of Molalla Prairie and the Board; co-sign, with the Treasurer, for all authorized expenditures; appoint committee chairs; and be responsible for the performance of such duties as prescribed in these bylaws or designated by Hamlet members at a Rural Community Meeting.
2. Vice-Chair or Co-Chair: The Vice-Chair shall perform the duties of the Chair in his/her absence or incapacity. The Vice-Chair may co-sign for authorized expenditures if either the Chair or Treasurer is unable to perform this duty.
3. Secretary: The secretary shall keep accurate records of all meetings of the Hamlet, including attendance and shall make such records available to the Clerk of the Board of County Commissioners. Any Hamlet member or member of the public may access such records, as required by the Oregon Public Records and Meetings Law (ORS Chapter 192.), by requesting them from the Clerk of the Board of County Commissioners. There may be a production charge for records requests. The secretary shall handle all correspondence of the Hamlet and be responsible for any other duties delegated by the Board.
4. Treasurer: The treasurer shall maintain an accurate record of all income and expenses of the Hamlet and shall co-sign for authorized expenditures. If provided by these bylaws, and in compliance with Chapter 2.10 of the County Code, the treasurer may maintain a bank account, and must present a statement of accounts at every Rural Community Meeting. Any Hamlet member or member of the public may access such records, as required by the Oregon Public Records Law (ORS Chapter 192.), by requesting them from the Clerk of the Board of County Commissioners. There may be a production charge for records requests.

Section 7. Selection of Officers. The Board shall select Officers from among its members at the first Board meeting following each designated annual Rural Community Meeting at which Board elections are held. Officers shall be announced at the next Rural Community Meeting.

Section 8. Board Vacancies. A vacancy will occur when a director is no longer a member of the Hamlet, dies, resigns, is removed, or has more than two unexcused absences from Hamlet Board meetings in a twelve-month period and is subsequently determined by a majority of the Board to have vacated the position. The vacancy shall be filled by appointment by a majority of the remaining Board. The person appointed to fill the vacancy shall serve the remainder of the unexpired term until the next Rural Community Meeting, at which time a majority of members present at the meeting shall elect a successor.

Section 9. Quorum and Action. A quorum at a meeting, and the minimum number of concurring votes (affirmative or negative) that must be cast in order to pass or reject a motion by the Board, shall be a majority of the total number of directors, as prescribed by ORS 174.130.

Section 10. Regular Meetings. Regular meetings of the Board shall be held at the time and place to be determined by the Board but no less than quarterly. The Hamlet shall provide notice and hold open meetings in accordance with the Oregon Public Meetings Law. The Hamlet Board will meet with members (at least quarterly) at Rural Community Meetings to give members an opportunity to identify, discuss and vote on community issues. All such meetings shall be open, but only members of the hamlet, as defined in Article V of these bylaws, and as set forth in Chapter 2.10 of the County Code, may vote.

Section 11. Special Meetings. Special meetings of the Board shall be held at the time and place to be determined by the Board. Notice of such meetings, describing the date, time, place and purpose of the meeting, shall be delivered to each Director personally or by telephone, e-mail or U.S. postal service, not less than five days prior to the special meeting. Special meetings shall be held in accordance with Oregons Public Meetings Law.

1. Records. All records of the Hamlet are County records and considered public unless exempt from disclosure by the Oregon Public Records Law. The Hamlet shall comply with Oregons Public Records Law.
2. Meetings. The Hamlet is a Public Body, subject to Oregons Public Meetings Law. This includes providing adequate notice, opening the meetings to the public, voting, and keeping minutes. This section shall not prohibit the Board from meeting in executive session(s) in accordance with applicable County and State laws and rules.

Section 13. Compensation. Directors shall not be paid for services on the Board, but may be reimbursed for any Board-approved expenses related to their Hamlet duties. All requests for reimbursement must be accompanied by a receipt.

Section14: Removal of a Director. Any Director may be removed from office at a Rural Community Meeting by a two-thirds majority vote of Hamlet members present. The proposed recall must be announced at the Rural Community Meeting prior to the meeting when the vote will occur. A Director may also be removed by the Board of County Commissioners for violating the state ethics laws, County Code, or these bylaws.

ARTICLE VII: COMMITTEES

Section 1. Committees. The Board of Directors may establish such committees as necessary and desirable to conduct the affairs of the hamlet. Such committees shall be advisory to the Board, and are also subject to Oregons Open Meetings Law.

ARTICLE VIII: QUARTERLY MEETINGS

Section 1. The Board shall hold not less than four quarterly Rural Community Meetings per year for the following purposes:

1. Election of directors, if appropriate.
2. Reporting to the members.
3. Approving activities to be undertaken by the Hamlet.
4. Other matters as proposed by the members.

Special Meetings may be held to address an urgent topic, if requested by a majority of the Board or by ten or more members. All actions taken at a Special Meeting shall be reported at the next Rural Community Meeting.

Section 2. Members shall be notified at least ten days prior to Rural Community Meetings, and at least five days prior to Special Meetings. Meetings shall be publicized through area newspapers, flyers, Internet websites, email, and through other means, as is practical, and in a manner reasonably calculated to provide notice to members and interested persons according to the provisions of Oregons Open Public Meetings law.
Additional notice shall be in area newspapers, flyers, Internet websites, email and through other means, as is practical.

Section 3. The meeting shall be public, but only members of the Hamlet may vote.

Section 4. A simple majority of members present at the Rural Community Meeting may conduct all Hamlet affairs as noted in Section 1. Members must be present at Rural Community Meeting meetings to vote.

Section 5. All votes shall be by paper ballot at the Rural Community Meetings, unless otherwise determined. Voting by the board must be in compliance with Oregons Open Meetings Law. No proxy or absentee votes will be allowed.

ARTICLE IX: FUNDING

Section 1. The hamlet shall be financed primarily through contributions, grants, and volunteer fundraising activities. All such funds must be deposited with and administered by the County on behalf of the Hamlet. The Hamlet may enter into agreements for the sharing of revenue with the County. The Hamlet shall have no power to request a tax levy or impose any fees on its members.

1. Charitable contributions. Contributions made for the benefit of the Hamlet may be paid to Clackamas County. Federal tax law provides for a possible income tax deduction for charitable contributions to the County made exclusively for public purposes. Contributions received by the County on behalf of the Hamlet will be acknowledged in writing with the statement that the contribution is tax-deductible to the full extent allowed by law.
2. County trust accounts. Working with the County liaison, the Hamlet shall open a trust account with the County Treasurer in order to accumulate contributions described in section a above. The account shall be established according to County Treasurer protocol. Authorized requests for funds held by the County in trust for the Hamlet shall be made in writing to the County liaison.
3. Imprest petty cash or bank account. The Hamlet may maintain an imprest petty cash fund or an imprest bank account in an amount authorized by the BCC for miscellaneous expenditures. If the Hamlet chooses to use an imprest bank account, all banking decisions must be coordinated with the County Treasurer or delegate. In addition, the County Treasurer or delegate must be an authorized signatory on the account and copies of all bank statements and reconciliations must be forwarded to the County Treasurers office. Deposits in financial institutions must comply with all requirements of ORS Chapter 295.
   
   As used in this section, imprest means a petty cash fund or a bank account into which a fixed amount of money is placed for the purpose of making minor disbursements for small, routine operating expenses. As disbursements are made, a voucher is completed to record the date, amount, nature, and purpose of the disbursement. The total of cash and the substantiating vouchers must always equal the total fixed amount of money set aside in the imprest fund and/or bank account.

Section 2. County Funding. Funding for Hamlet activities shall be provided by Clackamas County as deemed appropriate and feasible by the BCC.

ARTICLE X: CONFLICT RESOLUTION

Board members should use all possible means to resolve conflicts or disputes amicably and follow the procedures outlined in the bylaws. Please refer to the suggestions included in the Hamlets and Villages Handbook. If disputes remain unresolved the following procedures may be used.

1. IIndividuals making an allegation of misconduct against a Hamlet board member must submit the case in writing to each member of the Hamlet board, sending a copy to the Clerk of the Board of County Commissioners and County Liaison.
   
2. The Hamlet board may place the matter on the agenda of its next regularly scheduled meeting. It may be advertised either as an executive session under ORS 192.660(2)(b) to keep the details confidential, or in open session if requested by the subject board member(s.) The board must go back into open session to make any decision; refer the complainant to the Oregon Governments Standards and Practices Commissions (for alleged ethical violations) if further action is desired; or, appoint a subcommittee to investigate the allegations.
   
3. The subcommittee appointed must be comprised of at least two disinterested board members and two members of the Hamlet. They will be charged with the responsibility of investigating the merits, if any, of the written allegations.
   
4. The subcommittee shall report its findings to the Hamlet board within forty-five (45) days of its appointment. If in writing, copies of the report shall be provided to members of the board and Clerk of the BCC at least seven (7) days prior to the scheduled hearing. The report may be presented to the Hamlet board in executive session (ORS 192.660(3)(b), unless an open session is requested by the subject of the investigation.
   
5. The Hamlet board may discuss the findings of the subcommittee in executive session, but must go back into open session to make a decision.
   
6. In open session, the board may vote to accept or reject any of the findings made by the subcommittee. This includes exoneration on one or more charges, or removal of the subject board member(s.) The decision by the Hamlet board becomes the basis for a recommendation to the BCC.
   
7. A vote in favor of removing the subject board member(s) shall not be effective unless and until approved by the BCC. Following action by the Hamlet board, the BCC shall review the Hamlet decision in a public work session, at which time the BCC may accept or reject the Hamlet boards recommendation. If the decision to remove is approved by the BCC, the Hamlet board shall recommend a successor to the BCC, who when approved, shall serve until a new board member is selected by a vote at the next Rural Community Meeting meeting.
   
8. The BCC may request that County staff also investigate the allegation(s.)

ARTICLE XI: ETHICS POLICY

1. All Hamlet board members are agents of Clackamas County and must comply with applicable rules for conflicts of interest, gifts, and other ethical matters prescribed by the Oregon Government Ethics Commission. Conflicts of interest are actions, decisions or recommendations Hamlet board members make in their official capacity that is or potentially could be of financial benefit or detriment to them, a relative or business with which they are associated.
   
2. State law sets a yearly gift limit of $50 from a single source who may have an administrative or legislative interest in Hamlet business directly, or in County decisions that may affect the Hamlet. Relatives and members of the household of board members shall conform to these applicable monetary limits. Board members and their relatives or members of their household, shall not receive a gift of entertainment in any amount from a person who has an administrative or legislative interest in the Hamlet or County decisions.
   
3. Board members shall contact the County Liaison with questions about how ethics rules may apply in a particular situation.

ARTICLE XII: COUNTY HAMLET LIAISON

A designated County Liaison shall be the primary contact between the County and Hamlet. Other County staff shall work with the Hamlet Liaison as needed and available.

ARTICLE XIII: LOCAL BUDGET AND AUDIT LAW; CONTRACTS

The Hamlet shall cooperate with the County and comply with state law regarding local budget and audit rules to the extent required by law. The Hamlet has no authority to enter into contracts unless expressly authorized in writing by the BCC or its designee. All Clackamas County contracts are subject to the rules of the Clackamas County Local Contract Review board.

ARTICLE XIV: LIABILITY; RISK MANAGEMENT

Hamlet directors acting within the scope of authority granted by the organizations bylaws and County policies are considered agents of the County for claims made against the organization, officers or members for the purposes of the Oregon Tort Claims Act, ORS 30.260 to 30.302. When acting in the capacity of a Community Planning Organization (CPO), the board will not be considered an agent of the County. The Hamlet board of directors must obtain approval from the County Risk Manager prior to undertaking public fund-raising activities.

ARTICLE XV: INDEMNITY

Hamlet and village board members acting within the scope of authority granted by the organization bylaws and county policies are advisory to the BCC and shall be treated as agents of the county for claims against them for purposes of the Oregon Tort Claims Act. When acting in the capacity of a CPO, a hamlet or village board shall not be considered an agent of the county.

ARTICLE XVI: DISSOLUTION

Dissolution of the Hamlet may be initiated by:

1. A resolution of the BCC; or
   
2. Filing a petition with the Clerk of the BCC signed by at least 20% of the Hamlet members. The latest U.S. census or most recent County-acknowledged survey shall be used to determine if a petition meets the requirements of this section. The Hamlet shall hold a Rural Community Meeting to vote on the question of dissolution at least twenty-eight (28) days, but no more than fifty (50) days, after initiation of the dissolution process. Following a Rural Community Meeting vote in favor of dissolution, the BCC shall hold a public hearing on the issue. The BCC may enter an order dissolving the Hamlet if the BCC finds it to be in the best interests of the members of the Hamlet or the County to dissolve the Hamlet, or the Hamlet has failed to regularly follow its adopted bylaws, or if the Hamlet has failed to meet the requirements of County Code, Chapter 2.10. Dissolution of the Hamlet shall not affect any existing CPO.

ARTICLE XVII: AMENDMENTS TO BYLAWS

These bylaws may be amended or repealed, and new bylaws adopted after first being presented to the BCC for review and approval at a public work session scheduled at least twenty-eight (28) days prior to a Rural Community vote on the amendments. Proposed changes must be adopted by a majority vote of the members at a Rural Community Meeting after first being given at least twenty eight (28) days notice of the date, time, and place of meeting at which the proposed amendment is to be considered. Notice of the Rural Community Meeting must comply with the public meetings law and may be given by direct mail, email, website, printable media or other means. The notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the bylaws and shall contain a copy of the proposed amendments. All changes to the bylaws must be approved by the BCC before they become effective.

ARTICLE XVIII: SEVERABILITY

Invalidity or unenforceability of one or more provisions of these bylaws shall not affect any other provision of these bylaws.