LoHaMNA By Laws 2017
Lower Haight Merchants & Neighbors Association
BYLAWS ARTICLE I Name Section 1. The name of this organization shall be Lower Haight Merchants & Neighbors Association (LoHaMNA) (hereinafter referred to as the “Association”).
ARTICLE II Boundaries The boundaries of this Association shall be Oak Street on the north, Waller Street on the south, Market Street on the East, and Divisadero Street on the west. These boundaries are defined to aid in the scope of some Association activities but shall not limit where and how the Association conducts its business.
ARTICLE III Purpose The specific purposes for which this association is organized are (I) to promote and advance a sense of community involvement and friendly association in the neighborhood; (ii) to inform and educate its members; (iii) to ensure a constructive participation in San Francisco’s governmental process; (iv) to preserve and reinforce the diversity, historic character, beauty and architecture of the Lower Haight Neighborhood; (v) to support and promote merchant activities that reflect and enhance the community’s character, and (vi) to represent members before the local legislature and administrative agencies.
ARTICLE IV Membership Section 1. Membership for both Voting Members and Associate Members (as defined below) shall commence upon receipt of dues, in amounts to be fixed from time to time by the Board of Directors. Dues shall be for one (1) year from receipt of dues. Members shall be entitled to privileges of membership except that they shall not serve as officers, directors, or committee chairs until after a period of three (3) months after receipt of dues. Section 2. A Voting Member is defined as follows: Any resident who has attained the age of 18 and has resided within the boundaries of the Lower Haight for as defined in Article II at least one month; any non-resident who owns property within the boundaries of the Lower Haight as defined in Article II for one month or more; any business owner who has owned a business for one month or more within the boundaries of Lower Haight as defined in Article II. LoHaMNA By Laws 2017 2 Section 3. An Associate Member is defined as follows: Any person who has attained the age of 18 not residing or owning property within the boundaries of the Lower Haight as defined in Article II or any entity that does not maintain a physical presence within the boundaries of the Lower Haight as defined in Article II that has paid dues pursuant to Section 1 of this Article IV. Associate Members shall be entitled to privileges of membership except that they shall not vote, make or second motions, hold an executive office or committee chair. Section 4. Public Meeting minutes and appended reports shall be available at reasonable times for inspection by any voting member or associate member. Section 5. A member is in good standing if that member has paid his or her membership dues and has adhered to the bylaws and the purpose of the Association. Section 6. A membership shall be terminated on the occurrence of any of the following events: A. Submisson of a written resignation from a Member to the Board of Directors; B. The Member’s failure to pay dues and/or fees in a timely manner in accordance with policies and procedures established by the Board of Directors; or C. The good faith determination by the Board of Directors that the Member has failed in a material and serious degree to observe the rules of conduct of the organization, or has engaged in conduct materially and seriously prejudicial to the organization’s purposes and interests including acts of moral turpitude. Termination of membership requires a majority vote of the Board of Directors. A vote for termination requires that the Member has been previously informed of the complaint and has been given a reasonable opportunity to provide a response to the Board of Directors. D. Any Member who resigns or is terminated from membership shall forfeit any and all rights and privileges of membership, including dues and fees already paid. Section 7. Members delinquent in dues for thirty (30) days following the end of their one-year membership period shall have their membership and all privileges thereof suspended.
ARTICLE V Officers – Board of Directors Section 1. Number of Directors; vacancies. Section 2. Number of Directors. The number of Directors shall be not less than 9 nor more than 15. Furthermore, the number of Directors who reside within the boundaries of the Lower Haight as defined in Article II shall be not less than four, and the number of Directors engaged in businesses located within the boundaries as defined in Article II shall be no less than two. Section 3. Events Causing Vacancy. A vacancy on the Board shall be deemed to exist at the occurrence of any of the following: LoHaMNA By Laws 2017 3 a. The death, resignation, or removal of any Director. b. The declaration by resolution of the Board. Section 4. Resignation. Except as provided in this paragraph, any Director may resign with written notice of the President. No Director may resign when the Association would then be left without a duly elected Director or Directors in charge of its affairs. Absence of any Director from five properly convened meetings of the Board within a period of twelve months without prior written notice to the President shall constitute the resignation of such member from the Board. Section 5. Removal. Any Director may be removed, with or without cause, by the vote of the majority of the members of the entire Board at a special meeting called for that purpose, or at a regular meeting, provided that written notice of such special meeting is provided by certified mail or email to the last known address of the Director to be removed. Section 6. Filling of Vacancies. Any vacancy caused by the expiration of a Director’s term, death, resignation, or removal of a Director shall be filled in accordance with the provisions of Sections 7 and 12. Section 7. Appointment and term of office of Directors. Members of the Board shall serve two-year terms beginning on October 1 of each year. A Director appointed with any other effective date shall serve for a term ending on December 30 of the second year following the Director’s election. Directors shall be elected by a majority vote of the Directors, including the vote(s) of any Director(s) whose term of office expires on the date of the meeting at which such election is held. Section 8. Qualifications. Each Board member shall have paid their dues prior to service on the Board. Section 9. The term of office of officers shall be two (2) years. The term of office of the at-large directors will be two (2) years. An officer or director shall hold office until his/her successor is elected or until such officer or director shall resign or become ineligible to serve. The President and the Vice-President shall not serve more than four (4) successive terms in the same office. A partial term of more than six (6) months shall be counted as a full term. The atlarge directors shall not serve more than two (2) consecutive terms. Section 10. Officers and directors shall be members in good standing of the Association. Every effort shall be made to include representation from all parts of the area defined in Article II. There shall be no more than one representative from each qualifying address serving on the board of directors at any one time. Section 11. No officer or member of the board of directors shall have any authority to enter into LoHaMNA By Laws 2017 4 any contract, agreement or other binding obligation on behalf of the Association without prior approval of the majority of the members of the board. Outgoing checks of the Association shall be signed by any of the following officers: President, Vice-President, treasurer or membership secretary. To the greatest extent possible, the Association will not transact its business in cash. All expenditures shall be reviewed by the board at the next meeting following the expenditure. Section 12. Any officer or director who is absent from three consecutive meetings of the Board of Directors during a fiscal year without justifiable excuse communicated to the President or Vice President, shall be reviewed by the board for removal from his or her position at any regular meeting. Any vacancy resulting from the removal of a member of the board of directors shall be filled in accordance with the provisions of this Article. The president shall fill all vacancies on the board by appointment, subject to the prior approval of a majority of all the board members at a regular meeting of the board of directors. Upon vacancy of an officer by resignation, an existing board member may assume that role upon approval by a majority of all of the board members at a regular meeting of the board of directors. In case of temporary absence or incapacity of an officer, the president shall, subject to approval by the board of directors, appoint one of the directors for the duration of such absence or incapacity. In case of temporary inability of both the president and vice president to perform duties, a president protem shall be elected from among the board members. In case of six (6) or more vacancies on the board occurring at any one time, they shall be filled by appointment even though a quorum is lacking.
ARTICLE VI Duties of Officers President or Co-Presidents The president(s) shall: Serve as the chief executive officer and primary spokesperson of the organization; preside at all regular meetings of the general membership and board of directors; establish special committees as the need arises (except the standing committees and the nominating committee); be an ex-officio member of all committees except the nominating committee; call meetings; and enforce all rules and regulations of the organization. Vice-President The vice-president shall: Perform the duties of the president in the absence or incapacity of that officer; serve as parliamentarian; be an ex-officio member of all committees except the nominating committee; and assist the president in any other duties as may be assigned by the president or the board of directors. LoHaMNA By Laws 2017 5 Recording Secretary The recording secretary shall: Keep accurate records of all meetings of the general membership, board of directors and committees of the board; prepare a copy of the minutes within ten (10) days following a meeting of the board of directors or general membership; and be prepared to send the minutes to the head of communications for posting on the website. The recording secretary shall submit upon request from the President an annual written report compiled from the minutes and committee reports of previous years, summarizing actions taken and policies established by the organization and present this report to each newly-elected officer and director at the annual meeting for the purpose of providing a continuity of background upon which to base direction of the Association. Membership Secretary The membership secretary shall: Receive and remit to the treasurer all membership dues save for those dues received directly through electronic means (e.g., through Paypal), record the dates membership dues are received regardless of the method of receipt, and keep an accurate account thereof; keep current and maintain the record of membership and the mailing list; notify each member when dues are payable by mailing a renewal notice by electronic mail no later than 30 days before the renewal date; remove the names of those members who are delinquent in dues sixty days (60 days) after the renewal date from the current membership records and notify such members and the Board of such action. Communications Secretary The Corresponding Secretary shall: Keep a record of all pertinent incoming correspondence and all outgoing correspondence and report its substance and disposition at the next regular meeting of the board of directors; file all letters pertaining to the business of the organization and keep a copy of all letters written; be responsible for all mail addressed to the organization, its officers, directors, and committee chairmen which shall be sent to the “Lower Haight Merchants & Neighbors Association” at the address selected by the board of directors, and for informing all correspondents of such address; and shall be responsible for notifying board members and committee chairmen of board meetings. Treasurer The Treasurer shall: Be the chief financial officer of the organization; keep and maintain adequate and correct books, accounts and transactions of the corporation; give to the members and directors such financial LoHaMNA By Laws 2017 6 statements and reports as are required to be given by law, by these by-laws or by the board. The books of account shall be open to inspection by any director at all reasonable times. The Treasurer shall be the final recipient of all monies, keep an accurate record thereof, and deposit them in the name of the organization in the bank selected by the board of directors; pay all bills when duly authorized by the board of directors or the general membership; submit a written report on regular and special funds at each regular meeting of the board of directors; and compile a written, itemized statement showing all income, expenditures and obligations for a full report to the general membership at the annual meeting.
ARTICLE VII Committees Section 1. As the need arises, special committees may be established and their chairpersons appointed by the President, subject to approval by the board of directors. The duties of the standing and special committees shall be defined by the board of directors. Committee meetings shall be open to non-Members and Associate Members. Section 2. Chairpersons of standing and special committees shall be Voting Members of the Association in good standing. Such chairpersons are encouraged to attend meetings of the board of directors, but, unless they are members of the board, they may not make or second motions, or vote. At the request of the president or board of directors, committee chairpersons shall report on their committees’ activities to the board of directors and general membership.
ARTICLE VIII Meetings Section 1. General Membership Meetings Annual Meetings The board of directors shall organize an Annual Meeting of the General Membership in January or February of each year, unless the board fixes another date or time and so notifies the members as provided below. Regular Meetings In addition to the annual meeting, regular meetings of the general membership shall be held at least six (6) times a year upon three (3) days notice of such meeting to all board members. Meeting notification Whenever members are required to take any action at a meeting, an email notice of the meeting LoHaMNA By Laws 2017 7 shall be sent to each member entitled to vote at that meeting at least seven (7) but not more than ninety (90) days before the meeting date. The notice shall specify the place, date, and hour of the meeting. The notice may be given by electronic email. For the Annual Meeting, the notice shall state the matters that the Board, at the time notice is given, intends to present for action by the Members. The notice of any meeting at which officers and directors are to be elected shall include the names of all persons who are nominees at the time notice is given. If any amendments of the bylaws or articles of the Association will be required to be adopted at the annual meeting, notice of said meeting with the proposed amendments shall be sent to each member electronically not less than fourteen (14) days before said meeting. Section 2. Board of Directors Meetings Regular Meetings Regular meetings of the board of directors shall be held at least six (6) times in each year upon seven (7) days electronic notice of such meetings to all board members. Special Meetings Special meetings of the board for any purpose may be called at any time by the president of the board, or the vice president, the secretary or any two directors, upon twenty-four (24) hours notice to all board members. Notice of the time and place of special meetings shall be given to each director either by electronic delivery of written notice or telephone (voicemail). The notice shall state the date, time and location of the meeting. The notice need not specify the purpose of the meeting. Quorum A majority (50% + 1) of the authorized number of directors shall constitute a quorum for the passing of motions. Manner of attending meeting Any board meeting (regular or special) may be held by conference telephone or other communications equipment. Participation in a meeting under this section shall constitute presence in person at the meeting if all of the following applies: (a) Each member participating in the meeting can communicate concurrently with all other Members; (b) Each member is provided the means of participating in all matters before the board, including the capacity to propose or to interpose an objection to a specific action to be taken by the Association; LoHaMNA By Laws 2017 8 (c) The Board has adopted and implemented a means of verifying both the following: (1) A person participating in the meeting is a director or other person entitled to participate in the board meeting; (2) All actions of or votes by the board are taken or cast only by the directors and not by persons who are not directors. Section 3. Committee Meetings Committee meetings shall be held as needed at the discretion of the Committee Chairperson, or on the call of any two (2) committee members. A majority of the voting members of a committee shall constitute a quorum at a committee meeting.
ARTICLE IX Nominations and Elections Section 1. The nominating committee shall consist of five (5) voting members in good standing of the Association – two (2) to be appointed by the president, three (3) to be elected by the board of directors. It shall elect its chairperson from among its members. Vacancies on the nominating committee shall be filled by the board of directors. Section 2. The nominating committee shall prepare a slate of nominees for Officer and Director pursuant to the provisions of ARTICLE V which shall be mailed to all members with notice of the election to be held at the annual general meeting pursuant to the notice requirements of Article VIII – Section 1. The nominating committee shall make every attempt to include on the slate representation from all areas within the boundaries of the organization, as stated in Article II. Such slate shall include the names of members nominated to stand for election as officers; members nominated to stand for election as directors; directors whose terms have not expired; any officer or director who is ineligible to serve for another term in the same office; and shall identify any incumbent nominated to stand for re-election. All nominations shall be with the previous consent of the nominee. Additional nominations may be made from the floor at the Annual Meeting. Section 3. In case of contest, election shall be by ballot. A plurality shall elect. Elected candidates shall take office at the close of the annual meeting.
ARTICLE X Miscellaneous Section 1. The fiscal year of this organization shall be from January 1 through December 31. LoHaMNA By Laws 2017 9 Section 2. This Association shall not endorse candidates for political office nor become affiliated with any political party. Guest speakers at meetings must be specifically authorized by the president, and approved by the board of directors. The name of the Association, or its membership mailing list, shall not be used to further any political candidacy or the aims of any political party identified as such. Neither the Association’s name nor the mailing list may be used for any purpose other than the official business of the Association, unless specifically authorized by the board of directors. Section 3. In case of differences of interpretation of these bylaws, the board of directors shall make the final decision. Section 4. Meetings of the Association shall be conducted in accordance with Robert’s Rules of Order, Revised, which shall govern except as otherwise provided in these bylaws. Meetings may not be recorded using any type of digital or analog video recording device. Section 5. Minutes of public meetings shall be published following approval of such minutes, with any necessary amendments, by a simple majority of a quorum of the Board at the meeting following that at which said minutes were recorded. If no quorum is present at a given meeting, then such minutes will come on for approval and publication at the next meeting at which a quorum of the Board is present. No minutes shall be published until approved for publication by the Board of Directors. Approved minutes shall be published no later than ten (10) days following the meeting at which such minutes are approved by a quorum of the Board of Directors. Section 5. All official correspondence stating the policies or positions of the Association shall be approved by the President or other Board member designated by the President in email correspondence. All spokespersons shall adhere to existing policy of the organization and shall make, or submit a report of their actions including copies of written statements to the next regular meeting of the board of directors or general membership, whichever occurs first, and such written statements and/or reports will be attached to, and become a part of, the minutes of the meeting at which they are presented. Indemnification To the fullest extent permitted by law, the Association shall indemnify its directors, officers, employees and other persons described in Association’s Code section S238(a)/7237(a)/9246(a), including persons formerly occupying such positions against all expenses, judgment liens, fines, settlements and other amounts actually and reasonably incurred by them in connection with any proceeding as that term is used in that section by reason of the fact that the person is or was a person described in that section. Insurance This corporation shall have the right and shall use its best efforts to purchase and maintain LoHaMNA By Laws 2017 10 insurance to the full extent permitted by law on behalf of its officers, directors, employees and other agents, to cover any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising from the officer’s, director’s, employee’s agent’s status as such.
ARTICLE XI Amendments Section 1. Action by the Board. Subject to the Members’ rights under Article IV of these bylaws and the limitations set forth below, the Board may adopt, amend or repeal bylaws, unless doing so would materially and adversely effect the Members’ rights as to voting or transfer. The Board may not extend a Director’s term beyond that for which the Director was elected. Section 2. Limitations on Amendment of bylaws. Subject to the Members’ rights under Article IV of these bylaws, the Board may adopt, amend or appeal bylaws unless doing so would case the following: (1) materially and adversely effect the Members’ rights as to voting, dissolution, redemption or transfer; (2) effect an exchange, reclassification or cancellation of all or part of the memberships; or (3) authorize a new class of membership. Without the approval of the Members, the Board may not adopt, amend or appeal any bylaw that would cause the following: (1) increase or extend the terms of Directors; or (2) allow any Director to hold office by designation or selection rather than by election by the Members, except as provided for elsewhere in these bylaws.