POTRERO BOOSTERS NEIGHBORHOOD ASSOCIATION BY-LAWS
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ARTICLE 1
Name
Section
1.
The name of this
organization shall be Potrero Boosters Neighborhood Association.
Section
2.
The name of the
official publication of this organization shall be The Potrero Community Voice.
ARTICLE 2
Boundaries
The defined area of
Potrero Hill shall be all that property situated within the following
boundaries: the south side of Division Street and Townsend Street between Potrero Avenue and 7th Street; the north side of
Sixteenth Street, from 7th Street to San Francisco Bay; the north
side of Cesar Chavez Street (formerly Army Street); the east side of Potrero
Avenue; and the shoreline of San Francisco Bay.
ARTICLE 3
Purpose
The purpose of this
organization shall be to beautify and improve Potrero Hill; to encourage a
friendly association among the Hill residents; to protect the basic character,
building scale, and open space of the Hill against increased density and
traffic; to perpetuate the historical traditions of the Hill's place in San
Francisco history; to insure Potrero Hill's constructive participation in the
development of our city; and to represent the residential property owners and
residents in community problems which may arise.
ARTICLE 4
Membership and
Dues
Section
1.
Residents of Potrero Hill and owners of residential buildings of three
units or less on Potrero Hill shall be eligible for
membership. Membership shall commence upon receipt of dues. Dues shall be for
one (1) calendar year, January 1 to December 31; dues received after September
1 shall be applied to membership for the following calendar year. Members shall
be entitled to privileges of membership except that they shall not vote, make
or second motions, or serve on committees until after a period of three (3)
months after receipt of dues. Such members shall not be elected officers,
directors, or chairs, until they have been a member for twelve (12) months,
based on their first dues payment.
Section
2.
A separate dues classification
for interested parties not residing within the defined area of Potrero Hill
shall be known as "Friends of Potrero Hill". Such members shall be
entitled to privileges of membership except that they shall not vote, make or
second motions, or hold an executive office or committee chair.
Section
3.
The minutes and
appended reports shall be available at reasonable times for inspection by any
member. Any meeting of the Executive Committee and committees (except the
nominating committee) shall be open at reasonable times for presentation of the
views of any member on any subject under consideration by such meeting except
as provided in Article 9 - Sections 2 and 3.
Section
4.
A member may be
expelled for cause by a two-thirds (2/3) vote of the members present at a Executive Committee meeting, followed by a two-thirds
(2/3) vote of the members present at a general membership meeting.
Section
5.
Dues shall be $25 per
year, payable annually in advance, for individual membership. Dues shall be $30 per year, payable annually
in advance, for family membership, consisting of husband and wife or domestic
partner. In cases of marriage or
domestic partnership, each partner has the right to vote. Lifetime memberships may be given in special
cases, subject to unanimous approval by the Executive Committee and the
membership at a regular meeting. Only
those members whose dues are paid shall be considered active members, eligible
to vote and hold office, and otherwise enjoy the privileges of the
Association. Members delinquent in dues
for six (6) months may, after due notice of such delinquency has been given in
writing, be suspended from the roll of membership. In cases of suspended membership, members
regain their good standing upon payment of outstanding dues.
The amount of annual dues may be
changed by a 2/3 vote of the members present at a general membership meeting. Changes in the amount of dues are effective
the following year.
Section 6.
No member shall
sponsor any measure before, or appear before, civic bodies, clubs, or other
bodies, in the capacity of a representative or officer of the Association, or
permit any connection with the Association to be used directly or indirectly
therewith without the previous authorization of the Association to do so. Each member has full freedom of expression in
exercising, individually, his political and civil rights and activities, but
shall in no way imply that his/her views represent the Association, unless
specifically authorized to do so by the Association.
ARTICLE 5
Nominations
and Elections
Section 1.
Only members are
eligible to hold elected office. No
member shall hold any elected office until he
Section 2.
Officers shall be
nominated at the regular meeting in March, and elected at the regular meeting
in April, for a period of one year.
Nominations may be made from the floor.
(A nominating committee is optional.)
Officers elected must receive a majority of votes cast.
Section 3.
Officers who shall
have been elected at the regular meeting in April shall be installed at the
regular meeting or special meeting called therefor in May of the same year.
Section 4.
Members must be
present to vote. In case of contest,
election shall be by secret ballot.
Section 5.
Notice of the March
and April meetings, and the nomination and election of officers, shall be given
to each member at least ten (10) days before each such meeting.
ARTICLE 6
Duties of
Officers
Section 1. President.
The president shall
be the chief executive officer of the Association, and shall preside at all
regular meetings of the general membership and Executive Committee; shall
present a budget for the Association’s discussion and approval in October of
each year; shall establish special committees and appoint their chairs as the
need arises; shall call special meetings of the membership or Executive
Committee as the need arises; shall fill all vacancies in any elective office
by appointing a member in good standing to fill the unexpired term of such
vacancy; and shall call meetings and enforce all rules and regulations of the
Association.
Section 2. First
Vice-President.
The first
vice-president shall perform the duties of the president in the absence or
incapacity of that officer; serve as parliamentarian and as chair of the
advocacy committee; and assist the president in any other duties as may be
assigned by the president or the Executive Committee.
Section 3. Second
Vice-President.
The second
vice-president shall perform the duties of the first vice president in the
absence or incapacity of that officer; serve as chair of the membership
committee; and assist the president in any other duties as may be assigned by
the president or the Executive Committee.
Section 4. Recording
Secretary.
The recording
secretary shall keep an accurate record of all meetings of the general
membership and Executive Committee in a book for that purpose; keep a record of
attendance at Executive Committee meetings, recording the names of those
members present, excused or absent; be prepared to refer to minutes of any
previous meeting of the organization upon request; prepare a copy of the
minutes for each officer within ten (10) days following a meeting of the
Executive Committee or general membership; prepare a summary of actions taken
by the Executive Committee and actions taken by the general membership at its
previous meeting, to be reported to the general membership at, or prior to, its
next regular meeting; and shall keep the corporate seal and affix it to all
appropriate documents.
In addition, the recording secretary
shall receive all membership dues and record the dates they are received and
keep an accurate account thereof and remit to the treasurer; keep and maintain
the record of membership and maintain the membership mailing list; notify each
member when dues are payable by mailing such notice; and provide a duplicate
set of current membership records to the president upon request.
Section 5. Treasurer.
The treasurer shall
be the chief financial officer of the organization; be chair of the budget
committee, when one is formed; be the final recipient of all monies, keep an
accurate record thereof, and deposit them in the name of the organization in
the bank designated by the Executive Committee; pay all bills by check when
duly authorized by the Executive Committee or the general membership; submit
the books for auditing at least annually and upon request of the Executive
Committee; submit a written report on regular and special funds at each regular
meeting of the Executive Committee and at, or prior to, each regular meeting of
the general membership to be included in the minutes; shall compile a written,
itemized statement showing all income, expenditures and obligations for a full
report for the general membership at, or prior to, the annual meeting, to be
appended to the minutes of the annual meeting; and shall not honor unusual
expenditures unless previously approved by the membership.
Section 6. Corresponding Secretary.
The corresponding
secretary shall attend to all correspondence of the organization under the
direction of the president and/or the Executive Committee and present a copy of
the outgoing mail to the president; shall inform the president of all
correspondence requiring immediate action; 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 Executive
Committee; file all letters pertaining to the business of the organization and keep
a copy all letters written; and shall be responsible for notifying Executive
Committee members and committee chairs of committee meetings.
Section 7. Sergeant at Arms.
The sergeant at arms
shall take charge of the door and assist the president in maintaining order at
regular meetings; and shall assist the Executive Committee in preparation of
meetings
.
Section 8. Auditors.
The auditors shall
supervise the business of the Association; shall keep account of and act as
custodian of all property; shall verify safe deposit of funds; shall examine
the financial standing and records of the Association at least once a year and
report their findings at regular membership meetings; and shall notify the
president immediately should they find a discrepancy in the financial records
or accounts of the Association.
Section 9.
Questions of
conflicting authority or overlapping duties of officers shall be decided by the
president.
ARTICLE 7
Executive
Committee
Section 1.
The Executive
Committee shall be comprised of the following elected officers: president,
first vice-president, second vice-president, recording secretary, treasurer,
corresponding secretary, sergeant-at-arms, and two (2) auditors.
The Executive Committee shall meet
on call by the president, or of any three (3) members of the Executive
Committee, to consider pertinent matters and report back to the Association,
and may recommend such policies, plans, or measures, as, in the judgment of the
Committee, shall be in the best interest of the Association. All members of the Executive Committee shall
be notified of such meetings.
The Executive Committee shall have
the power to make normal Association expenditures of three hundred dollars
($300.00) and less, provided that such expenditure is within the annual budget
approved by the membership. The
Committee also has the power and it shall be its duty, in matters of urgency or
emergency occurring between membership meetings, to take such action as it may
deem best for the Association, and to report such action at the next regular
meeting of the Association.
Section 2.
The term of office of
officers shall be one (1) fiscal year. An officer shall hold office until his
successor is elected or until such officer or director shall resign or become
ineligible to serve.
An elected Treasurer or Auditor
shall not serve for more than three (3) successive terms in the same office. A
partial term of more than six (6) months shall be counted as a full term.
Upon
termination of office, each outgoing officer shall turn over all past and
present records, Association funds, and property to their succeeding officer.
Section 3.
The president shall
fill all vacancies on the Executive Committee by appointment, subject to the
prior approval of a majority of all the Executive Committee members at a
regular meeting of the Executive Committee. Three (3) consecutive unexcused
absences from regular Executive Committee meetings may constitute a vacancy,
and that officer may be subject to removal.
Officers
may be removed from the Executive Committee by a two-thirds (2/3) vote of the
members of the Executive Committee, followed by a two-thirds (2/3) vote of the
members present at a general membership meeting.
In
case of temporary absence or incapacity of an officer, the president shall,
subject to approval by the Executive Committee, appoint one of the officers 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 pro-tem,
shall be elected from among the Executive Committee.
ARTICLE 8
Standing
Committees
Section 1.
Budget and Finance,
Membership, and Advocacy shall be standing committees chaired by officers,
pursuant to their duties outlined in Article 7.
Members in good standing may be named to these committees.
Section 2.
As the need arises,
special committees may be established and their chairs appointed by the
president, subject to approval by the Executive Committee and membership.
Special committees and/or their chair shall serve at the pleasure of the
president and the Executive Committee, except that special committee
appointments shall expire at the close of the annual meeting.
Chairs
of special committees shall be members in good standing of the Potrero Boosters
Neighborhood Association and residents of the defined area of Potrero Hill.
Such chairs are encouraged to attend meetings of the Executive Committee, but,
unless they are members of the Executive Committee, may not make or second
motions, or vote.
Section 3.
The duties of standing
committees and special committees shall be defined by the Executive Committee.
Each committee chair shall submit a list of the members of his committee to the
Executive Committee for approval and inclusion in the minutes. On request of
the president or Executive Committee, chair shall make or submit, periodic
reports to the Executive Committee and general membership to be included in, or
appended to, the minutes.
ARTICLE 9
Meetings
Section 1.
General membership
meetings shall occur on the last Tuesday of each month, except for the months
of December and May. Meetings shall
begin at 7:00 p.m. or such other time as chosen by majority vote of the
Executive Committee, upon ten (10) days written notice of such meeting to all
members. Similarly upon twenty (20) days
written notice to all members, special meetings of the general membership may
be called. Special meetings shall be for the consideration of a specific agenda,
approved by the Executive Committee in advance and included in the written
notice.
Section 2.
Fifteen (15) members
shall constitute a quorum at a general membership meeting. This number should be reviewed annually, in
case the size of membership changes significantly.
Five (5) members
shall constitute a quorum at Executive Committee meetings.
At
the option of any committee including the Executive Committee, its meetings
shall be open only to committee members. In case of a closed committee meeting,
the reason to close the meeting must be stated and recorded in the minutes,
with a recorded vote of committee members on the closure. Discussions held in closed meetings are
considered to be private and confidential, and any minutes of such discussions
are also private and confidential. Any
actions taken at the closed meeting must be disclosed to the Executive
Committee and to the general membership at their next meetings, as stated
elsewhere in these by-laws.
Section 3.
Meetings shall be
conducted under Robert’s Rules of Order, unless otherwise provided herein. A majority of votes cast by members present
shall decide all matters, unless otherwise specified in these bylaws. There is no proxy voting.
ARTICLE 10
Miscellaneous
Section 1.
The fiscal year of
this organization shall be from January first (1st) through December
thirty-first (31st).
Expenditures
of more than three hundred dollars ($300.00) must be approved by the
membership. Expenditures of three
hundred dollars or less may be approved by the Executive Committee if they are
in keeping with the annual budget previously approved by the membership.
Checks shall be signed by any two
(2) of the following officers: president, first vice-president, second
vice-president, or treasurer.
Section 2.
This organization
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 or the executive
committee. The name of the Potrero Boosters
Neighborhood
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, nor
shall name or mailing list be used for any purpose other than official business
of the Potrero Boosters Neighborhood Association, unless specifically
authorized by the Executive Committee.
Section 3.
In case of
differences of interpretation of these by-laws, the Executive Committee shall
make the final decision.
Section 4.
Except in case of
emergency, formal policy positions shall be taken only at meetings of the
general membership. If the Executive
Committee takes an emergency policy decision, said decision shall be submitted
to the general membership at the next general membership meeting. If the emergency policy decision is not
approved by a majority vote at that general membership meeting, it shall be
deemed rescinded.
Section 5.
The Boosters recognize that since our members are volunteers, they will have sources of income and interests that may be perceived by others as being at times in conflict with Boosters positions, polices and goals. In order to minimize such problems the Boosters adopt the following policies.
All Executive Committee members shall disclose any leadership positions in other organizations that operate in the Potrero Hill district, as defined in these bylaws.
If the Executive Committee or the
membership discusses an official Booster position that impacts parties that
have a potential financial connection to a member, then the member must
disclose that connection prior to his or her discussion of that issue. A member of the Executive Committee must
recuse himself or herself from voting on issues that impact any parties to whom
they have a potential financial connection.
This
conflict of interest policy does not preclude the member from speaking on any
occasion, nor does it require the member to recuse himself or herself from
voting on motions at the general membership meetings on any topic.
Section 6.
All correspondence
shall be signed by the president or his designated spokesperson. Any
spokesperson who is not a board member, or chair of a special committee, must
be specifically authorized to do so in writing by the president and approved by
the Executive Committee. 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 Executive
Committee or general membership, whichever occurs first. Such reports shall be
included in, or appended to, the minutes.
ARTICLE 11
Amendments
Proposed amendments
to these bylaws must be announced at two consecutive membership meetings before
action is taken. Action may be taken at the second meeting at which the
amendment is announced. These bylaws may
be amended by a two-thirds (2/3) vote by ballot of those members in good standing
present at any regular meeting of the general membership, or special meeting of
the general membership called for the purpose of considering such amendment,
provided a quorum is present, and provided written notice of such meeting and a
copy of the proposed amendment has been mailed to all members one (1) month
prior to the meeting at which the amendment shall be voted upon. Amendments
shall take effect forthwith upon adoption, except those amendments that
establish a new office, or abolish an office filled by election at the previous
annual meeting, or portions of such amendments relevant to such office. Such
amendments or relevant portions thereof, shall not take effect until the
election to be held at the next annual meeting.