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:
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Section 2. Nonprofit Limitations
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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.
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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.
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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.
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Section 2. Board Officer Meetings, aka, Board Meetings.
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Section 3. Calling a Meeting.
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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.
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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.
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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. |