Bylaws

LOWER POLK NEIGHBORS, INC BYLAWS

Adopted March 8, 2017

ARTICLE I:  NAME

The name of the organization shall be Lower Polk Neighbors, Inc. (association).

ARTICLE II  PURPOSE
Section 1.  The purposes for which this association is organized are:

  1. To consider and act on issues that affect the livability and quality of the Lower Polk Neighborhood;
  2. To provide an open process by which all members may involve themselves in the affairs of the neighborhood;
  3. To take positions in matters of civic interest, and promote those positions in communications;
  4. To inform residents of events or plans affecting the neighborhood;
  1. To establish and maintain open lines of communication with other organizations, such as district coalitions, other neighborhood associations, and city, county, regional, and state government agencies; and
  2. For such other purposes as are approved by the Board of Directors (Board Officers) or membership.
Section 2.  Nonprofit Limitations

  1. This corporation is organized and operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.
  2. Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or (2) by a corporation contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
  3. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of, or in opposition to, any candidate for public office.
ARTICLE III:  BOUNDARIES

The boundaries of the association shall be defined as: From the centerline of Hyde Street to the centerline of Van Ness Avenue and from the centerline of California Street to the centerline of Ellis Street.

ARTICLE IV:  MEMBERSHIP

All residents, property owners, and individuals who hold a business license located within the boundaries (See Article III), or anyone interested in supporting the association’s work is eligible to be a member of the association. Members may choose to make a volunteer membership donation. Membership is not dependent upon any donation to payment to the association.

Section 2. Membership Categories: There are two membership categories: Member and Sustaining Member.

    1. Member: In order to be an official member in this category, you must sign an official membership form. Non-paying members have the same status in every aspect as paying members.
    1. Sustaining Member: Makes voluntary donations to the association. Sustaining Member Categories are as follows: Individual, Merchant, Bar/ Club, Benefactor, and Ally. The financial level associated with each Sustaining Membership is to be established by a simple majority vote of the Board Officers.  The Board of Directors shall set membership fees and membership criteria, by simple majority vote.  
Section 3. Voting. Each member, regardless of type of membership(s), shall be entitled to one vote only. If a member has purchased more than one kind of sustaining membership, that member is entitled to one vote only.
Section 4. Member Powers. Each member is eligible to vote for election of board directors, bylaw amendments, and dissolution or merger.
ARTICLE V:  BOARD MEMBERSHIP – BOARD OFFICERS

Section 1. Number and Composition of Board Officers. The number of Board Officers may vary between a minimum of three and a maximum of 6. Each Board Member holds a title with assigned duties (See Article VI).

Section 2. Eligibility for Board Service. Only members (as defined in Article IV) shall be qualified to hold an elected or appointed position.
Section 3. Terms of Office and Term Limits. Board Officers shall serve one year terms and may be reelected without limitation on the number of terms s/he may serve.  
Section 4. Removal. Any elected or appointed director may be removed, with or without cause, by a simple majority vote of the members at a membership meeting called by the board for that purpose.
Section 5. Board Vacancies. Vacancies on the board shall be filled by a vote of the Board Officers currently serving. A member appointed to fill a vacancy shall serve until the next election.
Section 6. Board Powers and Duties of Board Officers. Board Members shall be responsible for managing the affairs of the association, and for assuring that members are informed of business that affects them through reasonable means of notification. The board must act in the best interest of the association but is not bound specifically to act according to the desire of the majority of Members attending a particular meeting. Elected and appointed Board Members have the same powers and responsibilities.
ARTICLE VI:  BOARD OFFICERS

Section 1. Titles and Eligibility. The Board Officers of this association shall be Chair, Vice-Chair, Treasurer, Secretary and At-Large Officer(s). To be eligible to be an officer, an individual must be a member of the Board. All Board Officers are members of the Board (See Article V). If the number of Board Officers are three, then the Officers shall be Chair, Treasurer, and Secretary.

Section 2.  Vacancy. A vacancy in any office shall be filled by a vote of the Board Officers as soon as possible. The board must delegate the duties of a vacant office to one or more officers until the position is filled.
Section 3. Duties of Board Officers.

  1. CHAIR: The CHAIR shall be the chief officer of the association and shall act as the chair of the board. The CHAIR shall: prepare the agenda for board and membership meetings, preside at all board and membership meetings; represent the position of the board and the interests of the association; act as spokesperson for the association; and serve as the public contact for the association.
  1. VICE CHAIR: The VICE CHAIR shall perform the duties of the Chair in his/her absence and when requested, and shall have all powers and subject to the restrictions upon the chair.  VICE CHAIR shall act as a liaison between the Association, city agencies and other organizations relevant to the Association. S/he shall perform any duties delegated by the Chair and as prescribed by the Board Officers from time to time.
  • SECRETARY: The secretary shall: record and maintain minutes of membership and board meetings, assist the association with the correspondence of the association; maintain the non-financial files of the association; assist or give notice of all membership and board meetings; authenticate the records of the corporation; maintain current and accurate board and membership lists; and post approved and minutes on the association website.
  1. TREASURER: The treasurer shall have overall responsibility for all the association’s funds. The treasurer shall maintain full and accurate accounts of all financial records of the corporation; and present financial reports as directed by the Board. Treasurer shall be responsible for tracking all funds/monies of the Association, including the Association’s required annual financial reports and tax reporting. S/he shall receive and give receipts for funds/monies payable to or due from the Association from any source, and deposit funds/monies in appropriate depositories, and develop and present Association budget annually, and present yearly accounting of all Association funds.
  1. AT-LARGE OFFICER(S): The AT-LARGE OFFICER(S) shall be assigned special Duties, based on an agreement between the other Board Officers and the AT-LARGE OFFICER(S).
ARTICLE VII:  COMMITTEES

Section 1. Establishment of Committees. The board may establish standing and ad hoc committees as it deems necessary and desirable. Such committees are strictly  advisory to the authority of the Board. Upon establishment of any committee, the board shall identify the scope of the committee’s authority and duties and the number of members and appoint the committee’s membership.

Section 2. Advisory Committees. The board may establish advisory committees as standing or ad hoc committees. Members of the association are eligible to serve on these committees. A simple majority vote of Board Officers appoints the committee members. Advisory committees are not required to comply with open meeting, notice, quorum, or public records requirements. Advisory committees may make recommendations to the board but cannot implement recommendations or projects without Board approval.
ARTICLE VIII:  MEETINGS

Section 1. Membership Meetings.

  1. Annual Meeting: The annual meeting of the membership shall be held within the first quarter of the calendar year on a date set by the board. The business of the annual meeting shall include a report from Board Officers on the state of the association, and the annual election of the Board of Directors, which shall consist of the Board Officers.  Notice of the annual meeting to the public must be at least 7 days in advance.
  1. Regular (or General) Membership Meetings: Regular membership meetings will be held monthly on the second Wednesday of the month. The membership shall advise the board of current concerns and possible actions. Notice of regular membership meetings to members and to the public must be at least 7 days in advance. Changes to the regular monthly membership meetings may be made after consultation with members at a regular meeting and a simple majority vote of the Board Members.
  1. Special Membership Meetings: The CHAIR or at least 51% of a board vote may call a special meeting of the membership. Notice of special membership meetings to members and to the public must be at least 7 days in advance.
Section 2. Board Officer Meetings, aka, Board Meetings.

  1. Regular Board Officer Meetings: Board Officers shall meet as the Board of Directors at least quarterly during the year to conduct the business of the association. Reasonable advance notice of the meeting along with the proposed agenda shall be provided to all Board Officers.
  1. Special Board Officer Meetings: A vote of 51% or more Board Officers may call a special meeting of the board when the timeliness of the regular meeting is insufficient to take action on particular issues. In this case, a tie vote shall be treated the same as a majority vote. Notice of special meetings of the board must be at least 3 days in advance and must identify the topics on the agenda. The board only can discuss and make decisions at special meetings on the topics on the agenda.
  1. Emergency Board Officer Meetings: The CHAIR or a majority of the board may call an emergency meeting of the board when there is insufficient time address timely business within the notice requirements of a regular or special meeting. A tie vote of the board is the same as a non-majority vote. Notice of an emergency meeting to all parties may not be less than 24 hours in advance.
Section 3. Calling a Meeting.

  1. Board Officer meetings: Regular Board Officer meetings are established in the bylaws or set by board.
  2. Membership meetings: Regular membership meetings are established in these bylaws (See Article VIII).
  3. Committee meetings:  Committee meetings are scheduled by the committee chair and/or the committee members.
  4. Cancelling a Meeting: Meetings can be cancelled by the same individual who or body that called the meeting.
Section 5. Deliberation and Decision Making. Action is taken by a majority vote of those eligible to vote at a meeting. The procedures for deliberation and decision making shall be established by the Board Officers.
ARTICLE IX:  ELECTIONS

Section 1. Annual Election. The members shall elect the Board Officers at the annual election.  The Board officers comprise the Board of Directors which shall govern the Association.  The annual election will be held at the annual meeting during the first quarter of the calendar year.
The board or CHAIR will assign the following tasks to one or more individuals or committees:

  • Determine number of open offices
  • In cooperation with the board, seek eligible candidates to run for open positions
  • Develop a process for the election, including who will preside over the annual election, and submit it to the board for approval
  • Establish a process to determine, at the election, who is eligible to vote from the official membership roster.
  • Provide formal notice of the annual election. The notice should include:
    • Date, time, place
    • Number and type of open seats
    • Process by which a Member can declare their interest in being a candidate for a board position.
    • Who is eligible to vote.
    • Process by which individuals can become a member and be eligible to vote.
    • Process at the election by which members will be asked to prove their member status and eligibility to vote.
Section 2. Voting Eligibility. Current members are eligible to vote in the annual election. Non-Sustaining members must have completed a current year membership form indicating their membership. Sustaining members are verified by their current year voluntary dues payment as recorded by the association.
Section 3. Nomination Process.

  1. Nominations: Officers shall publicize the call for nominations sufficiently in advance of the election to insure that members have the opportunity to consider their interest and others interests in being nominated.
  2. Nomination from the Floor at the Annual Election. Time shall be provided at the annual meeting for members to nominate members from the floor to be added to the ballot. Nominations from the floor require a second from a member other than the nominee. Individuals nominated from the floor must be in a attendance at the meeting and verbally consent to be nominated.
Section 4. Voting Process.

Voting at the annual election shall be by a show of hands, and counted by a Board Member, unless a member makes a motion from the floor—subsequently approved by a vote of members present—to use secret paper ballots. If none of the open seats are contested, a member may make a motion from the floor to adopt the full slate of candidates by acclamation. Election of an individual requires a majority vote of the members voting in the annual election. Members must be present to vote. Proxy voting and voting by mail are prohibited. Candidates do not need to be present to be elected.

ARTICLE X:  INDEMNITY

This corporation will indemnify to the fullest extent not prohibited by laws any person who is made, or threatened to be made, a party to an action, suit, or other proceeding, by reason of the fact that the person is or was a Board Officer, volunteer, or agent of the corporation.

ARTICLE XII:  CONFLICT OF INTEREST

To protect the integrity of the association’s decision-making processes, Board Officers will disclose to the Board any interest they have in a transaction or decision of the board that may result in a financial benefit or gain to them and/or their business, family members and/or significant other, employer, and/or close associates, and other nonprofit organizations with which they are affiliated.  The Board Officer shall not participate in any board discussion of or vote on the transaction or decision, but may be present in the room during the discussion.  Failure to disclose a conflict shall be grounds for termination of membership, removal from office and voiding of contract between the Association and the conflicted party.

ARTICLE XIII:  NON-DISCRIMINATION

The association will not discriminate against individuals or groups on the basis of race, religion, color, sex, sexual orientation, gender identity, age, disability, legal citizenship, national origin, income, or political affiliation in any of its policies, recommendations or actions.

ARTICLE XV:  AMENDMENT OF BYLAWS

All amendments to these bylaws must be proposed in writing, including digital formats.  Amendments may be proposed by the board or by a petition signed by 20% or more of current verified members and presented to any Board Officer. The board shall submit proposed amendments to the members for a reading at a general meeting. The board shall schedule a vote on the adoption of the amendment(s) at a subsequent meeting.

Section 1. Notice. Notice of a proposal to amend the bylaws, specifying the date, time and place for consideration, must be provided to all members a minimum of 7 days before the general meeting at which the amendment(s) will be voted on. 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 amendment(s).
Section 2. Adoption. Adoption and amendment of these bylaws shall require a two-thirds (2/3) vote by the members present at a general membership meeting.
ARTICLE XVI: EXPENDITURES OF ASSOCIATION FUNDS

Section 1. Expenditures. All expenditures of association assets must be approved by a simple majority vote of Board Members. Board Members shall establish a threshold sum where the signature of two officers is required to enter into valid contracts or transactions. Board Members shall adopt a resolution requiring board approval for transactions over a certain dollar amount and may reasonably amend this threshold amount at any time.

Section 2. Checks and Notes. Except as otherwise specifically determined by resolution of the Board, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the association shall be signed by the Treasurer and countersigned by the Chair or Vice-Chair.
ARTICLE XVII:  DISSOLUTION OF THE ASSOCIATION

The Association may be dissolved at a special meeting called specifically for that purpose. (See Article VIII.) The vote to dissolve the association will be decided by a simple majority vote of members physically present at the special meeting for dissolution. The property and assets of this corporation is irrevocably dedicated to charitable purposes. On the dissolution or winding up of the corporation, its assets remaining after payment of, or provision for payment of, all debts and liabilities of this corporation, shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code.

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