EVPA Bylaws (with annotations)

Below at the EVPA Bylaws with a few annotations to explain why/how the bylaws are written as they are. You can also view the Non-Annotated Bylaws.

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. [The “traditional” geographic boundaries. When overlapping with other effective neighborhood groups contained within the EVPA boundaries, "policy" as discussed below dictates yielding to effective neighborhood groups 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 of April 15th 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 three types of memberships, Individual, Household and Business. Individual and Business memberships are entitled to one vote. Household memberships are entitled to votes if two members are present.

Section 4. A person or household shall be declared a member of the Association upon payment of the annual dues.

Section 5. Membership status for voting rights determination for all members shall be made as of 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. [The minimum allowed by CCC §5611(a) for date of record for determining voting rights is ten days, maximum is sixty days. New members must be a member for least one regular membership meeting prior to getting voting rights, also easing the administrative burden of determining eligibility. Date-of-record for election of officers conforms with the annual dues period.]

ARTICLE V. OFFICERS AND DIRECTORS

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

Section 2. The Directors of this Association shall consist of at least one but no more than three 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. [Committee chairs who are selected by committees become members of 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 assume the offices/director positions on January 1. [provides a clear-cut date for transfer of leadership, terms of offices are covered in section 7]

Section 4. Vacancies of Officers and At-Large Directors shall be filled by the Board of Directors and ratified by the membership.

Section 5. No member will be eligible for election as an Officer or At-Large Board Member of this Association, unless he or she has been a member 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 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 6. 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.

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 8. No Officer or At-Large Director shall be eligible to serve for more than two consecutive terms in one office or At-Large directorship nor more than four consecutive terms as an Officer and/or At-Large Director. [Term limits to preclude “board sitting” except for working committee chairs]

Section 9. Neither the Secretary nor the Treasurer may serve concurrently as the President. [CCC §5213(a)] 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, when requested to do so by the Secretary, or any two members of the Board of Directors, [CCC §5211(a)(1)] or by five percent of the membership. [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 consecutive regular meetings without leave of absence, sickness, or a good and sufficient cause, th
e 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.

[“Sunshine’ requirement to the president ensures the membership is aware of how the EVPA board conducts business for the organization - policies are found at http://evpa.org/about/opmanual]

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. The Treasurer shall be the Chief Financial Officer. He or she shall 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 drafted by the Treasurer and prepared for signature by the Secretary or the President. 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, the Treasurer, the At-Large Directors, 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 or at the call of the President, or upon the request of the Secretary or any two 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. 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.

Section 7. 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. Standing committees 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 but 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.

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

Section 2. 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. [Action by ad-hoc committees must be taken by the body to which they were established.]

Section 7. 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 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.

Section 2. 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 m
inimum per CCC §552(b) unless bylaws dictate a lower number, 10% allows for a flexible number based on membership.]

Section 3. Special meetings may be called by the President, by a majority of the Board of Directors, or by five percent or more of the members. 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. [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. 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. STANDING 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 and the Bill of Rights.

ARTICLE XIV. RULING

Section 1. Roberts' Rules of Order shall govern this Association, insofar as they are not in conflict, nor inconsistent with the 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/