"if it isn't broken, don't fix it"

proposed EVPA bylaws changes for 2008

Summary of proposed changes:

• makes several minor changes or additions to comply with the state law governing non-profit public benefit corporations so that detailed knowledge of the law is not needed for routine business of the Association:
  • changes determination of voting rights
  • changes the number of members required to call for a "special meeting" to five percent of the membership
  • adds to the duties of the Association Secretary the requirement to file with the Secretary of State the names of officers when changes are made
  • includes meeting minimum notice requirements
• incorporates the bylaws change approved by the membership 1/18/2007 (dues due yearly on April 15) which had never been entered into the bylaws
• adds “business” memberships which have been in effect since 2002 although not authorized by the bylaws
• with ratification of the membership, creates positions on the board of directors for EVPA representatives to joint neighborhood organizations
• provides a clear cut date of transfer of leadership, now defined as “installed in January”
• clarifies/corrects the differences between Officers vs. Directors
• places term limits of four years for elected officers/directors serving in any general membership elected position, two years maximum in one position, precluding “board sitting” or “musical board members”
• requires the president to publish the Association "policies" set by the membership, the Board of Directors or the President so that the membership can understand how the organization is operated on a day-to-day basis
• minor changes to the check signing requirements that the treasurer prepares checks for signature by the president or secretary to meet the reality of the bank processing.
• reverts number for quorum at meetings back to 1975 bylaws to be a percentage of membership vice a fixed number
• provides for more flexibility to establish/end committees
• with ratification by the membership committees that meet strict criteria can act in behalf of the association
• when time does not permit for a matter which requires action to be brought to a regularly scheduled membership meeting or to the appropriate committee which has delegated authority to act, the Board of Directors may act in behalf of the membership.
• deletes excessive or redundant verbiage

Additions are in redline. Portions being deleted are in strikeout. [comments or references to the California Corporations Code (CCC) that will not become part of the bylaws are in blue]

The current bylaws (except for 2007 revision) are at http://evpa.org/bylaws
The 1975 bylaws are at http://evpa.org/bylaws1975
The 2004 bylaws are at http://evpa.org/bylaws2004

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BYLAWS OF THE EUREKA VALLEY PROMOTION ASSOCIATION

ARTICLE I. NAME

Section 1. The name of this Association shall be the EUREKA VALLEY PROMOTION ASSOCIATION.

ARTICLE II. OBJECTIVES

Section 1. To work for the advancement of our community.

Section 2. To encourage the continued improvement of the neighborhood--its homes, shops and businesses.

Section 3. To improve transportation, and private and public utility services.

Section 4. To secure the best possible schools, efficient fire and police protection, health conditions and adequate traffic regulations.

Section 5. To promote all matters of civic betterment, district, city and area, singly, or in concert with other associations.

[comment: From the Articles of Incorporation: “The specific and primary purposes for which this corporation is formed are educational and charitable, specifically the study and dissemination of information concerning planning issues affecting the Eureka Valley of San Francisco. This shall include the instruction of the public on subjects useful and beneficial to the community as they relate to the purposes mentioned above, the lessening of the burdens of government, the combating of community deterioration, lessening of neighborhood tensions, the elimination of prejudice and discrimination, defense of human and civil rights secured by law, and the erection or maintenance of public buildings, monuments, or works.”]

ARTICLE III. BOUNDARIES

Section 1. The boundaries of this Association for its sphere of action shall be the district within Dolores Street on the East Side, 22nd Street on the South Side, Twin Peaks on the West Side, and Duboce Avenue on the North Side. [Does not change “traditional” geographic boundaries as has recently been considered when business is conducted in areas overlapping with other effective neighborhood groups contained within the EVPA boundaries. This matter is considered via "policy" as discussed below as a means to yield to effective neighborhood within the traditional boundaries when desired.]

ARTICLE IV. MEMBERSHIP

Section 1. Membership shall be open to persons who live, work or own property within the boundaries of the EUREKA VALLEY PROMOTION ASSOCIATION.

Section 2. The membership dues shall be on an annual basis, at rates established by the Board of Directors and approved by the membership, payable in advance on the membership anniversary date of April 15^th of each year. Any member joining subsequent to October 1 of the calendar year shall be considered to have paid membership dues for the following calendar year. [Incorporates the bylaws change voted by the membership in January, 2007, removing the administrative burden of maintaining individual expiration dates, but never entered into the bylaws. Additionally eliminates further administrative burden of pro-rata rates for before/after the annual due date.]

Section 3. There shall be two three types of memberships, Individual, Household and Business. Individual and Business memberships are entitled to one vote. Household memberships are entitled to two (2) votes if two members are present on all matters. At no time shall any person cast more than one (1) vote in any matter. [adds the category of “Business” memberships offered since 2002]

Section 4. A person or household shall be declared a member of the Association upon payment of the annual dues for the first year; voting rights are granted pursuant to Article IV, Sections 5 and 6.

Section 5. A member is entitled to vote if dues are less than three (3) months in arrears.

Section 56. Membership status for voting rights determination for all members shall be made as of seven (7) sixty days prior to the date of the meeting (special or regular) and as of October 1 for the annual election of officers in November pursuant to Article V, Section 3. [changes the period of membership from seven to sixty days. The minimum allowed by CCC §5611(a) for date of record for determining voting rights is ten days, maximum is sixty days. This change also requires new members be a member for least one regular membership meeting prior to getting voting rights, also easing the administrative burden of determining eligibility. Sets date-of-record for election of officers to conform with the annual dues period]

Section 7. The treasurer shall distribute dues notices thirty (30) days prior to the due date for dues and again ninety (90) days later if dues remain unpaid; members whose dues remain unpaid thirty (30) days after the second notice shall be automatically dropped from membership.

Section 8. Any member desiring to resign from the Association shall submit his or her resignation in writing to the President who shall present it to the Board of Directors for acceptance.

ARTICLE V. OFFICERS AND DIRECTORS

Section 1. The elective officers of this Association shall be a President, a Secretary and, a Treasurer.

Section 2. The Directors of this Association shall consist of at , and least one 1 but no more than three 3 At-Large Directors, the immediate past President, the eligible Chairpersons of each Standing Committee per Section 7 of this Article and Article VIII, Section 1, and the eligible primary Association Representatives to joint neighborhood organizations per Section 7 of this Article. Up to 2 of these positions may remain unfilled. [adds committee chairs who are selected by committees to the board of directors with confirmation by the membership]

Section 3. The Officers and At-Large Directors are to be nominated in October, elected in November, and installed in assume the offices/director positions on January 1. The President, Secretary, and Treasurer are to serve for a term of one year, or until such time as their successors are duly elected. The Board of Directors shall serve for terms of one years, or until such time as their successors are duly elected. [provides a clear-cut date for transfer of leadership, terms of offices are covered in section 7]

Section 54. Vacancies of Officers and At-Large Directors shall be filled by the Board of Directors and ratified by the membership.

Section 25. No member will be eligible for to election as an Oofficer or At-Large Board Member of this Association, or to the Board of Directors, unless he or she has been a regular member in good standing as of April 15 preceding the annual election of officers pursuant to Section 3 of this article or for a period of not less than six (6) months to fill a vacancy pursuant to Section 4 of this article. Chairpersons of Standing Committees and primary Association Representatives at joint neighborhood organizations are eligible to serve on the Board of Directors if they have been a member of the Association for the previous six months.

Section 46. The Internal Affairs committee will serve as the Nominating Committee. The chair of the Nominating Committee will chair the portion of any meeting that pertains to elections. The Nominating Committee shall seek qualified candidates for each open office or At-Large director position. If any officer or director positions become vacant pursuant to Article V, Section 6 or 7, the Nominating Committee shall fill the position by election.

Section 7. Association primary representatives to joint neighborhood organizations shall be appointed by the board and ratified by the membership. Chairpersons of Standing Committees of Article VIII, Section 1, shall be selected by the committees.

Section 68. No Officer or At-Large Director shall be eligible to serve for more than 2two consecutive terms in one office or At-Large directorship nor more than four consecutive terms as an Officer and/or At-Large Director. No director shall be eligible to serve for more than 3 consecutive terms. No officer may serve as past president more than 1 consecutive term. [revises term limits to preclude “board sitting” except for working committee chairs]

Section 79. Neither the Secretary nor the Treasurer may serve concurrently as the President. [CCC §5213(a)] No member shall hold more than one office or director position at a time. Officers and At-Large Directors may serve concurrently as Committee Chairpersons or as Association Representatives to joint neighborhood organizations.

ARTICLE VI. DUTIES OF THE OFFICERS

Section 1. The President shall be the Chief Executive Officer and the Chairman of the Board of Directors. The President shall preside at all meetings of the Association. He or she shall call special meetings at his or her discretion, or when requested to do so by a majority of the Secretary, or any two members of the Board of Directors, [CCC §5211(a)(1)] or by five percent of the membershipthe joint request of eleven members in good standing. [five percent required per CCC §5510(e)]

The President shall appoint all standing committees and special committees, except for the Internal Affairs committee, on the approval of the Board of Directors. Upon the absence of any officer from three (3) consecutive regular meetings without leave of absence, sickness, or a good and sufficient cause, the President may declare the office vacant and the vacancy shall be filled in accordance with Article V, Section 4. The President shall keep records of attendance of Officers and Directors and make available such information to the Board and at regular business meetings. The President shall maintain, distribute and publish a membership roster of all members' names, addresses, contact information and dues status. A membership roster shall be available at all meetings. The president shall establish the routine operating policies of the organization with the advice of the Board of Directors and the membership to comply with and support these Bylaws and the law. He or she shall publish any additions, deletions or changes to the policies within 30 days.

[adds new “sunshine’ requirement to the president to ensure the membership is aware of how the EVPA board conducts business for the organization - first edition of the proposed policies is found at http://evpa.org/policy]

Section 2. The Secretary shall keep a record of all Board and Regular meetings, ready for inspection at reasonable times. The Secretary shall make available draft minutes within 14 calendar days after each Board and Regular meeting. The Secretary shall be in charge of all prior term records. The Secretary shall submit the reports required per section 6210 of the California Corporations Code to the Secretary of State upon the change of Officers or address of the Association.

Section 3. It shall be the duty of the The Treasurer shall be the Chief Financial Officer. He or she shall to receive and deposit in some federally insured bank or banks, all of the monies belonging to the Association. He or she shall pay all debts approved by the Association. Payments shall be by check signed drafted by the Treasurer and prepared for signature by the Secretary or the President. one (1) other approved board member. [the EVPA is currently operating in violation of this bylaw. The US Bank has no means to enforce/require two-signature checks.] He or she shall collect dues from members, provide receipts and keep a membership dues book containing the names and dues status of the members The Treasurer shall report at each Board and regular business meeting the financial condition of the Association as of the close of the prior month. The Treasurer, with input from the Board of Directors, shall create a fiscal budget before February 1. The Treasurer shall monitor and report actual income and expenses vs. annual budget at each regular board meeting.

ARTICLE VII. BOARD OF DIRECTORS

Section 1. The Board of Directors shall consist of the President, Secretary, and the Treasurer, the at-large At-Large Directors as determined by Article V, Section 1, the eligible standing Committee Chairpersons, the eligible primary Association Representatives at joint neighborhood organizations and immediate past President. It shall be the duty of the Board of Directors to consider and recommend to the Association from time to time such policies, plans and measures as in the judgment of its members shall be for the best interests of the Association.

Section 2. At least 50% of serving members of the Board of Directors shall constitute a quorum for the transaction of the Board's business.

Section 3. The Board of Directors shall meet at the times and places as set by the board upon taking office in the new terms as of January 1 the Tuesday two (2) weeks prior to the monthly regular business meeting, or at the call of the President, or upon the written request of the Secretary or any two three (3) of its members made to the President. Notice of special meetings shall be at least 48 hours in advance of the meeting but may be waived by the directors. [CCC § 5211(a)(3)]

Section 4. The President of the Association shall be the presiding officer of the Board of Directors, and in his or her absence, or inability, or at his or her request, may designate another Director who shall preside.

Section 5. The Secretary of the Association shall be the Secretary of the Board of Directors.

Section 6. The Board of Directors shall approve at least 3 officers, excepting the Treasurer, or directors to serve as check counter-signatory for all payments of the Association. Payments by the association shall be drafted by the Treasurer and signed by the Secretary or the President. No officer shall sign a check payable to that officer. [the EVPA is currently operating in violation of this bylaw. The US Bank has no means to enforce/require two-signature checks.]

Section 6. The Board of Directors may act in behalf of the membership for the Association when in the judgment of the Board the matter is in harmony with standing policy, for or when action is required within time constraints preclude action by the membership or cognizant committee per Article VIII Section 5. The Board shall report to the membership all actions taken in behalf of the Association to the membership.

ARTICLE VIII. COMMITTEES

Section 1. The following s Standing committees may be appointed by the President, and ratified shall be established and disestablished by the Board of Directors and ratified by the membership. Standing Committees may be established for a single purpose or for a combination of purposes including bu

t not limited to: Planning, Land Use, Transportation, Recreation and Parks, Utilities, Safety, Education, Membership, Outreach, Communications, Information Technology, Publishing, Government Relations, Ballot Analysis, Neighborhood Commerce, Special Events and Internal Affairs per Section 7 of this Article.

1. Utilities, Transportation, & Neighborhood Commerce & Safety

2. Planning

3. Education, Recreation & Parks

4. Membership, & Promotion & Government Relations

 [provides for flexibility in assignment of committees and committee assignments without requiring frequent bylaws revisions.]

Section 32. Committees not chaired by a member of the Board of Directors will be assigned a Director to act as liaison to the Board of Directors. Membership in the association is a prerequisite for membership on a committee.

Section 3. Unless there is an overriding concern, committee meetings will be open for observation by all association members.

Section 4. Committees shall elect a Chairperson who will represent the Committee on the Board of Directors pursuant to Article IV, Section 2 and at the Association Meetings pursuant to Article IX.

Section 5. Standing Committees which have established and published internal procedures for the governance of the affairs and membership of the committee may act in behalf of the organization with the ratification of the membership.

Section 6. Ad Hoc committees can be established and disestablished by the board or by a Standing Committee and shall report to the body to which they were established. Ad Hoc committees shall have no authority to act in behalf of the Association nor have representation on the Board of Directors. [establishes strict rules for the governance of committees prior to granting committees to act in behalf of the Association. Action by ad-hoc committees must be taken by the body to which they were established.]

Section 27. The Internal Affairs Committee shall be appointed by the Board of Directors and ratified by the membership. It shall be the duty of the Internal Affairs committee to monitor and ensure that the Association is in compliance with these bylaws and its provisions, and the rule of order as provided for in Article XIV the California Corporations Code.

ARTICLE IX. MEETINGS

Section 1. The time and location of the first meeting of the year shall be announced at the meeting concurrent with the election of officers and directors per Article V Section 3. The subsequent regular meetings shall be held at the times and locations as proposed by the board and approved by the membership. on the third Thursday of each month, or as may otherwise be determined by the membership.

Section 2. A total of eleven (11) the members in good standing, Ten percent of the members shall constitute a quorum of the Association for the transaction of business. Proxies shall not be allowed. [1/3 is minimum per CCC §552(b) unless bylaws dictate a lower number, 10% returns the association to the number that was in the EVPA bylaws prior to 2004, allows for a flexible number based on membership.]

Section 3. Special meetings may be called by the President, or by a majority of the Board of Directors, or by the joint request of eleven five percent or more of the members in good standing. The purpose of the meeting shall be stated in the call. No business shall be transacted at a special meeting other than that for which it may have been called. Except in cases of emergency, at least three (3) day notice shall be given. [as previously discussed, CCC §5510(e) specifies 5% of the membership may call a “special” meeting. There is no provision in the CCC for “emergency” meetings except for a meeting called by the California Attorney General per CCC §5515(a).]

Section 4. The place of business and meeting of this Association shall be at the place or places designated by the Board of Directors. [covered in section 1]

Section 4. Whenever members are required or permitted to take any action at a meeting, written notice shall be given not less than ten days before the date of the meeting. [CCC §511(a)] The only matters that may be voted upon at any regular meeting attended by less than one-third of the membership are matters notice of the general nature of which was given. [CCC §5512(b)]

Section 5. Notice to any meetings at which directors are to be elected shall include the names of all those who are nominees at the time the notice is given to members.

ARTICLE X. AFFILIATIONS

Section 1. The affiliation with any organization must be presented to the Board of Directors before vote of membership.

ARTICLE XI. AMENDMENTS

Section 1. Members may at any time propose amendments to these bylaws. Such proposals shall be in writing to the Internal Affairs Committee. The Internal Affairs Committee must refer the proposed amendment to the Board of Directors at the next regular board meeting. The Board of Directors must refer for action all proposed amendments at the following regular meeting. Amendments must be ratified by a two-thirds (2/3) vote of the members present. Notice of proposed amendments shall be included in the order of business and the call for meeting.

Section 2. Amended bylaws shall be published to the membership within thirty (30) days after adoption.

ARTICLE XIII. ST

ANDING RULES

Section 1. This Association shall not endorse or oppose any candidate for a public election.

Section 2. This Association shall abide by all local, State, and Federal laws and will abide by the provisions embodied in the Constitution of the United States, its amendments, and the Bill of Rights.

ARTICLE XIV. ORDER OF BUSINESS

Section 1. The order of business at each regular meeting of the Association shall be set by the Board of Directors. within the guidelines in Article XIV, section 2

Section 2. The order of business of the Association shall be as follows:

1. Reading and Approval of the Minutes

2. Reports of Officers, Boards, and Standing Committees.

3. Reports of Special (Select or Ad Hoc) Committees.

4. Business related to received Reports.

5. Special Orders.

6. Unfinished Business and General Orders

7. New Business

Section 3. The agenda for each regular meeting shall be set and published to the membership seven (7) days prior to the meeting. [removed to become part of the Association Operations Manual]

ARTICLE XIV. RULING

Section 1. Roberts' Rules of Order shall govern this Association, insofar as they are not in conflict, nor inconsistent with theis Constitution, the Law and these Bylaws.

CERTIFICATE

I hereby certify that the foregoing is a true, complete and correct copy of the bylaws of this organization.

/signed/