FRIENDS OF NOE VALLEY
(a California nonprofit public benefit corporation)
ARTICLE I – PURPOSE
The purpose of this corporation is to initiate and/or support beneficial neighborhood projects, to create a ‘neighborhood awareness of issues concerning Noe Valley (generally, the area bounded by 21st Street on the north, Dolores Street on the east, 30th Street on the south and Diamond Heights Boulevard and Grand View Avenue on the west), and to give the residents, businesses, and organizations that make up the Noe Valley community a more forceful collective voice in matters concerning them.
ARTICLE II – STEERING COMMITTEE
(a) Management of Corporation’s Business by Steering Committee.
Subject to the provisions of any applicable law and any limitations in the Articles of Incorporation of the corporation (the “Articles”) or these By-Laws relating to action required to be approved by the Members (see Section 9.8) or by a majority of all Members, the activities and affairs of the corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board of Directors which shall be known as the Steering Committee. The Steering Committee may delegate the management of the corporation’s activities to any person or persons or committee however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Steering Committee.
(b) Types of Directors.
Directors include the Officers outlined in Article IV, Chairs of Standing Committees, who are also Officers, and persons otherwise elected or appointed as Directors pursuant to these By-Laws (“At-Large Directors”).
Section 2.2. Number of Directors.
The authorized number of the corporation’s Directors shall be not less than 10 nor more than 20, until changed by a duly adopted amendment of the Articles or this Section. The exact authorized number of Directors shall be fixed, within the limits specified, by approval of the Steering Committee or of the Members (see Section 9.8).
Section 2.3. Composition of Steering Committee.
Election and Term of Office. The Steering Committee shall consist of the Directors, as defined in Section 2.1(b). At each annual meeting of Members if the authorized number of Directors, as then fixed pursuant to Section 2.2, exceeds the number of Officers, then an election shall be held at such annual meeting for a number of At-Large Directors equal to the amount of such excess. Only Members are eligible to be elected as Directors. The term of office of Directors shall begin immediately after their election and shall continue until the next annual meeting of Members and until their respective successors have been elected and qualified. Any reduction of the number of Directors authorized in these By-Laws, or any dissolution of a Standing Committee, does not remove any Director prior to the expiration of such Director’s term of office. No amendment of the Articles or these By-Laws may extend the term of a Director beyond that for which the Director was elected, nor may any provision of these By-Laws increasing the terms of Directors to be elected be adopted, without approval of the Members (see Section 9.8).
Section 2.4. Removal of a Director.
Directors may be removed for cause by the Steering Committee as set forth in Section 5221, or without cause by the Members as set forth in Section 5222 of the California Nonprofit Corporation Law (the “Nonprofit Law”).
Section 2.5. Resignation of Director.
Any Director may resign effective upon giving written notice to the President, the Secretary or the Steering Committee, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.
Section 2.6. Filling Vacancies on Steering Committee.
A vacancy on the Steering Committee shall exist when any authorized position of Director is not then filled by a duly elected or chosen Director, whether the vacancy is caused by death, resignation, removal, increase in the authorized number of Directors, or otherwise. Unless otherwise provided in these By-Laws and except for a vacancy created by the removal of a Director, vacancies on the Steering Committee may be filled by a majority vote of the Directors then in office, whether or not less than a quorum, or by a sole remaining Director. A vacancy on the Steering Committee created by the removal of an At-Large Director may be filled only by approval of the Members (see Section 9.8). A vacancy on the Steering Committee created by the death, resignation or removal of an Officer may be filled only by a Member election of the successor to the corresponding office. The Members may elect a Director at any time to fill any vacancy not filled by the Directors.
Section 2.7. Indemnification and Insurance of Corporate Agents.
Any person who is or was a Director, officer or other agent of the corporation, as defined in Section 5238 of the Nonprofit Law, may be indemnified by the corporation to the extent and in accordance with the procedure set forth in such Section.
Section 2.8. Duties & Responsibilities of Directors.
Each Director pledges to uphold the following core responsibilities. Failure to meet these responsibilities is cause for termination.
- Attendance. Every Director must attend at least 80% of Steering Committee regular meetings and Member meetings. Missing 3 consecutive Steering Committee regular meetings or 3 consecutive Member meetings is cause for immediate termination by the Steering Committee.
- Contribution. Contribute outside of Steering Committee meetings to running the organization. For example, contribute to a project, sub-committee or Standing Committee or fulfill the functions of an Officer.
- Representation. Represent FNV appropriately to the public; accurately represent FNV positions on issues and never represent personal opinion as an FNV position.
ARTICLE III – MEETINGS OF THE STEERING COMMITTEE
Section 3.1. Place of Steering Committee Meetings.
Meetings of the Steering Committee shall be held at the principal office of the corporation or at such other place within or without Noe Valley which has been designated in the notice of the meeting, if any, or by resolution of the Steering Committee.
Section 3.2. Regular Meetings.
Scheduling a regular Steering Committee meeting shall be done at least one month in advance and shall be done in a manner that finds a date and time that works for the highest number of Steering Committee members, with every attempt made to find a date and time that works for everyone. The Steering Committee shall hold a minimum of 6 regular meetings during each one-year term.
Section 3.3. Special Meetings.
Special meetings of the Steering Committee may be called by the President, Vice President, Secretary, or any two Directors. A special meeting of the Steering Committee can be called with proper notice at least 4 days in advance. Proper notice is defined as electronic written communication (email, text), an in-person or phone conversation, or a voicemail.
Section 3.4. Quorum.
One-third of the authorized number of Directors, as then fixed pursuant to Section 2.2, shall constitute a quorum for the transaction of business subject to Section 5233 (relating to self-dealing transactions), Section 5212 (relating to the creation of committees, Section 5234 relating to transactions involving Directors), Section 5235 (relating to compensation of Directors), and Section 5238(e) (relating to indemnification of corporate agents) of the Nonprofit Law. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Steering Committee. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for such meeting or such greater number as is required by the Nonprofit Law.
Section 3.5. Adjourned Meetings.
A majority of the Directors present, whether or not a quorum is present, may adjourn any Steering Committee meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.
Section 3.6. Waiver of Notice and Consent to Steering Committee Meetings.
Notice of a Steering Committee meeting need not be given to any Director who signed a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.
Section 3.7. Action Without a Meeting.
Any action required or permitted to be taken by the Steering Committee may be taken without a meeting, if all members of the Steering Committee shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Steering Committee. Such action by written consent shall have the same force and effect as the unanimous vote of such Directors.
Section 3.8. Conduct of Meetings.
The Steering Committee meetings shall be conducted according to Roberts Rules of Order.
Section 3.9. Adding Items to the Meeting Agenda.
Any two (2) members of the Steering Committee may add an item to the agenda by submitting the item in writing to the President at least two (2) days in advance of the meeting.
ARTICLE IV – OFFICERS
Section 4.1. Selection and Qualifications.
The corporation shall have a President, Vice President, a Secretary, Treasurer, and such other officers with such titles and duties as shall be stated in these by-laws or determined by the steering committee and as may be necessary to enable it to sign instruments. Any number of offices may be held by the same person, except that neither the Secretary nor the Treasurer may serve concurrently as the President.
Section 4.2. Term of Office.
At each annual meeting of members, the President, Vice President, Secretary and Treasurer and any other officers outlined in these by-laws shall each be elected by the members to hold office until the next annual meeting of members. Only members shall be eligible to be elected to any such office. Other officers shall be chosen by the steering committee and serve at the pleasure of the steering committee, subject to the rights, if any, of an officer under any contract of employment.
Section 4.3. Resignation, Removal and Filling of Vacancies.
Any officer may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Unless otherwise specified in an officer’s resignation, no acceptance of the resignation shall be necessary to make it effective. The steering committee may fill any director vacancy occurring for any reason, except, in the case of a vacancy created by the removal of an officer, which vacancy may be filled only by the approval of the members (see Section 9.8).
Section 4.4. President.
The President shall be responsible, subject to the control of the steering committee, for the regular conduct of the affairs of the corporation and shall preside at all meetings of the steering committee and of the members. If an officer position becomes vacant, the President shall perform the duties of the position on an interim basis until the position is filled.
Section 4.5. Vice President of Communications.
The VP Communications is responsible for keeping members informed and engaged, increasing membership, and defining and clarifying the official positions of the organization. The VP Communications shall:
- Work with standing committee chairs and others in the organization to create programs and communications that will attract and engage the key demographic groups that make up Noe Valley.
- Review all correspondence generated by the standing committee chairs or others in the name of the organization to ensure it reflects official positions of Friends of Noe Valley and conforms to the bylaws.
- Own and manage the organization’s web site. As part of this function, the VP Communications shall work with standing committee chairs to create content that keeps the website fresh, reflects the positions of the organization, speaks to the interests and needs of the community, and encourages repeat visits.
- Act in the place of the President when the President is unable to perform.
- Maintain and make accessible to all directors a list of all directors with contact information and mailing address.
- At steering committee meetings where the Secretary is not present, the Vice President shall review the previous minutes and take minutes of the current meeting.
Section 4.6. Secretary.
The Secretary shall:
- Attend to the correspondence of the corporation.
- Collect and process mail from the corporation’s post office box on a regular basis.
- Keep accurate and permanent minutes of all steering committee and member meetings, and make them accessible to all directors.
- At each steering committee regular meeting the Secretary shall review the minutes from the prior meeting, and gain approval from the steering committee on those minutes.
Section 4.7. Treasurer.
The Treasurer shall:
- Keep accounts of the corporation’s assets, liabilities, revenues and disbursements and have custody of the corporation’s deposit accounts. The Treasurer will present an update of accounts at each board meeting.
- Define and maintain the official membership database.
- Collect appropriate information from all new member registrations, verify their eligibility for membership, and welcome and orient new members.
- Verify eligibility to vote in the organization’s business any time a member vote is taken.
ARTICLE V – STANDING AND OTHER COMMITTEES
Section 5.1. Standing Committees.
Standing Committees of the corporation and their core responsibilities will be outlined in these by-laws.
Public Safety Standing Committee.
Monitor issues related to public safety in Noe Valley, keep the neighbors informed of ways to protect their safety, communicate neighborhood needs to appropriate public agencies and seek to resolve problems affecting the neighborhood. Work with FNV communications and website contacts to keep members informed and involved on safety issues.
Traffic, Parking & Transportation Standing Committee.
Monitor issues relevant to NV’s public transit, parking and traffic situation, and work on city issues relate to these. Communicate neighborhood needs to appropriate public agencies, and seek to resolve problems that affect the neighborhood. Assist residents in dealing with relevant public agencies to obtain changes desired by the neighborhood, and work with adjacent community associations on mutual concerns. Work with FNV communications and website contacts to keep members informed and involved on traffic, parking and transportation issues.
Environment & Beautification Standing Committee.
Monitor issues relevant to a healthful and beautiful environment in the neighborhood, and work on issues or opportunities related to these. Work with FNV communications and website contacts to keep members informed and involved on environment and beautification issues.
Parks & Recreation Standing Committee.
Seek to understand Parks & Rec’s planning as it relates to changes to Noe Valley playgrounds, parks, open spaces, programs (such as Parks & Recs after-school or seniors programs), buildings and building usage fees, how funds are being used including use of capital funds, etc. Work with FNV communications and website contacts to keep members informed and involved on Parks and Recreation issues.
Zoning & Planning Standing Committee.
Seek to understand zoning and building ordinances as they affect Noe Valley residents and property owners, act as liaison between the neighborhood and appropriate enforcement agencies so the community has input in the planning process, and communicate with developers and appropriate city officials to obtain the best zoning and overall planning for the neighborhood. Work with FNV communications and website contacts to keep members informed and involved on zoning and planning issues.
Events Standing Committee.
Create and manage the calendar of events for Friends of Noe Valley, to include member meetings and other events such as fundraising events. Solicit a volunteer to own each event.
Section 5.2. Chairs of Standing Committees.
(a) At each annual meeting of members, the chair of each standing committee shall be elected by the members, to hold office until the next annual meeting of members. Only members shall be eligible to be elected chair of a standing committee. The chair of a standing committee is a director of the organization, and subject to all the terms specified herein for directors.
(b) Any vacancy in the chair of a standing committee, including a chair position created by the formation of a new standing committee, may be filled by a majority vote of the directors, except for a vacancy created by the removal of a chair. A vacancy in the chair of a standing committee created by removal may be filled only by approval of the members (see Section 9.8). The members may elect a chair of a standing committee at any time to fill a vacancy not filled by the directors.
Section 5.3. Members of Standing Committees.
Unless otherwise specified by the steering committee, members of a standing committee shall be appointed by the chair thereof. Only members shall be eligible to be members of a standing committee.
Section 5.4 Creating a New Standing Committee.
The steering committee may from time to time create a new committee which it designates as a standing committee. Responsibilities for a new standing committee shall be set by the steering committee. When a new standing committee is formed, it will be documented in these by-laws as set forth in Section 5.1.
Section 5.5 Dissolving a Standing Committee.
A standing committee may be dissolved at any time by the steering committee.
Section 5.6. Other Committees.
The steering committee may create and dissolve such other committees, with such powers, purposes and membership as the steering committee shall from time to time determine by resolution. Unless otherwise specified by the steering committee, only members shall be eligible to be members of such committees.
Section 5.7. Limitation on Powers of Standing and Other Committees.
The steering committee may delegate any of its powers to a standing committee or other committee, except those specified in Section 5212 of the Nonprofit Law.
ARTICLE VI – MEMBERS
Section 6.1. Eligibility for Membership.
Membership shall be open to any person 18 years of age or older who resides or owns property within the stated boundaries of this neighborhood association as set forth in Article I. It shall also be open to one voting representative from each business, organization, church, and government agency that exists within the boundaries. Upon payment of the annual dues, the Membership shall be valid for the remainder of the calendar year, (or, if annual dues aepaid after September 1, for the remainder of such year and the following calendar year), provided that Membership for persons who were not Members in the prior calendar year shall not commence until 30 days after such payment of annual dues.
Section 6.2. Annual Dues.
The annual dues of the corporation shall be established by the Steering Committee and approved by the Members at the annual meeting.
Section 6.4. Multiple Memberships Not Permitted.
No individual may hold more than one Membership. No fractional Memberships may be held.
Section 6.5. Membership Not Transferable.
No Member may transfer a Membership or any right arising therefrom, and any purported transfer shall be void and of no force or effect.
Section 6.6. Rights of Members.
Each Member shall be entitled to one vote on each matter submitted to a vote of the Members. Any Member who is a Member at the time of a meeting of Members or of a written ballot of Members shall be entitled to vote. Members shall have, in addition to any other rights which may be granted to them under these By-Laws or by law, the right to overrule any action taken by the Steering Committee, any Standing Committee or any other committee.
Section 6.7. Resignation of Member; Expiration of Membership.
A Member may resign from Membership at any time. Except as set forth in Section 6.1, all Memberships shall expire at the end of each calendar year unless renewed.
Section 6.8. Assessment.
No Member shall be subject to any assessment or charge the corporation for any purpose.
Section 6.9. No Distributions to Members.
The corporation shall not make any distribution. For purposes of this section, “distribution” means the distribution of any gains profits or dividends to any Member. Any person who receives any distribution is liable to the corporation for the amount so received by such person with interest thereon at the legal rate on judgments until paid.
Section 6.10. Expulsion, Suspension or Termination of Membership.
No Member may be expelled or suspended, and no Membership or Membership rights may be terminated or suspended, except according to procedures satisfying the requirements of Section 5341 of the Nonprofit Law and with the ratification of 66-2/3% or more of the Members present at a duly held meeting at which a quorum is present. When a Membership is to be terminated, the termination procedure is for the President to inform the terminated Member in writing (letter, email or otherwise) of the date of termination and the reason for termination, sent to the address of such Member appearing on the books of the corporation or given by the Member to the corporation.
ARTICLE VII – MEETINGS OF MEMBERS
Section 7.1. Place of Members’ Meetings.
Meetings of Members shall be held at the principal office of the corporation or at such other place within Noe Valley as may be designated in the notice of such meeting.
Section 7.2. Time of Annual Meetings.
The annual meeting of Members shall be held in the month of September of each year. Elections shall be held at annual meetings for all Director positions, and any other proper business may be transacted.
Section 7.3. Special Meetings.
Special meetings of Members may be called by the Steering Committee or the President. In addition, special meetings of Members for the purpose of removal of Directors and election of their replacements may be called by 5% or more of the Members.
Section 7.4. Notice of Members’ Meetings.
(a) Content and Time of Required Notice. Written notice of a Member meeting shall be given at least 10 and not more than 90 days before the date of the meeting, to each Member who is entitled to vote as of the record date for notice of the meeting. Such notice shall state the place, date and time of the meeting and the general nature of the business to be transacted, and no other business may be transacted; provided, however, that failure to describe the general nature of such matters in such notice shall not invalidate any action taken by Members at such meeting if Members having at least one-third of the voting power attend such meeting in person. The notice of any meeting 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.
(b) Notice of Certain Agenda Items. Except by unanimous approval by those entitled to vote, any approval of the Members of any of the following matters shall be valid only if the general nature of the proposal so approved was stated in the notice of the meeting or in any written waiver of notice: (1) removal of any or all Directors without cause; (2) election of a Director to fill a vacancy on the Steering Committee; (3) amendment of the Articles; (4) dissolution of the corporation.
(c) Method of Giving Notice. Notice of a meeting of Members or any report may be given verbally in person, or by phone or voicemail, or in writing by mail, email, text or other means of written communication, addressed to the Member at the address of such Member appearing on the books of the corporation or given by the Member to the corporation for the purpose of notice.
(d) Method of Giving Notice – Certain Special Meetings. Upon request in writing to any Officer entitled to call a special meeting of Members (see Section 7.3), the Officer forthwith shall cause notice to be given to the Members entitled to vote that a meeting will be held at a time fixed by the Steering Committee, not less than 35 nor more than 90 days after the receipt of the request. If the notice is not given within 20 days after receipt of the request, the persons entitled to call the meeting may give the notice.
Section 7.5. Adjourned Meetings.
When a meeting of Members is adjourned to another time or place, except as provided in this Section, notice need not be given of the adjourned meeting, if the time and place thereof are announced at the meeting at which the adjournment is taken. No meeting may be adjourned for more than 45 days. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If after the adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting.
Section 7.6. Attendance as Waiver.
Attendance of a person at a meeting shall constitute a waiver of notice of and presence at such meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by the Nonprofit Law to be included in the notice but not so included, if such objection is expressly made at the meeting.
Section 7.7. Quorum.
Twenty-five Members entitled to vote at a meeting of Members, present in person, shall constitute a quorum at such meeting. If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting, entitled to vote, and voting on any matter shall be the act of the Members, unless the vote of a greater number is required by law or these By-Laws. The Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough Members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the Members required to constitute a quorum. In the absence of a quorum, any meeting of Members may be adjourned from time to time by the vote of a majority of the votes represented in person, but no other business may be transacted, except as provided in the preceding sentence.
Section 7.8. Action Without Meeting – Written Ballot.
Unless otherwise provided in the Articles, any action which may be taken at any regular or special meeting of Members may be taken without a meeting if the corporation distributes a written ballot to every Member entitled to vote on the matter. The form of the ballot, the solicitation of votes therewith and voting thereof shall be governed by Section 5513 of the Nonprofit Law. Section 7.9. No Proxies. The voting rights of a Member, whether at a meeting or by written ballot without a meeting, may be exercised only by the Member in person and not by any proxy, representative or any other person.
Section 7.10. Special Provisions Relating to Elections of Directors.
(a) Nominations. As to Directors elected by Members, there shall be available to the Members reasonable nomination and election procedures given the nature, size and operations of the corporation. The procedures shall include (a) a reasonable means of nominating persons for election as Directors; (b) a reasonable opportunity for a nominee to communicate to the Members the nominee’s qualifications and the reasons for the nominee’s candidacy; (c) a reasonable opportunity for all nominees to solicit votes; and (d) a reasonable opportunity for all Members to choose among the nominees. At any time when the corporation has 500 or more Members, the requirements of Section 5521 of the Nonprofit Law shall be complied with.
(b) Nominee’s Request to Corporation to Mail Election Material. Upon written request by any nominee for election to the Steering Committee and the payment with such request of the reasonable costs of mailing (including postage), the corporation shall, within 10 business days after such request (provided payment has been made), mail to all Members, or such portion of them as the nominee may reasonably specify, any material which the nominee may furnish and which is reasonably related to the election, unless the corporation, within 5 business days after the request, allows the nominee at the corporation’s option the rights set forth in either clause (1) or (2) of Section 6330 (a) of the Nonprofit Law. The corporation may not decline to publish or mail material, otherwise required to be published or mailed on behalf of any nominee, on the basis of the content of such material. The nominee on whose behalf such material was published or mailed shall be liable and shall indemnify and hold the corporation, its agents, Directors including Officers, and employees and each of them harmless for all demands, costs, including reasonable legal fees and expenses, claims, damages and causes of action arising out of such material or any such mailing or publication.
(c) Use of Corporate Funds to Support Nominee. Without authorization of the Steering Committee, no corporate funds may be expended to support a nominee for Director after there are more people nominated for Director than can be elected.
(d) Publication of Material Soliciting Votes–Nominee’s Rights. Where the corporation, at any time when the corporation has 500 or more Members, distributes any written election material, soliciting a vote for any nominee for Director at the corporation’s expense, it shall make available, at the corporation’s expense to each other nominee, in or with the same material, the same amount of space that is provided any other nominee, with equal prominence, to be used by the nominee for a purpose reasonably related to the election.
Section 7.11. Who can Attend Member Meetings.
Any person who is eligible for membership as outlined in Section 6.1 can attend one member meeting per year as a non-member. However, Directors may choose to allow any person to attend a member meeting at their discretion. Only Members are eligible to vote.
ARTICLE VIII – RECORDS, REPORTS AND INSPECTION RIGHTS
Section 8.1. Annual Report.
The Steering Committee shall cause an annual report to be sent to the Members not later than 120 days after the close of the corporation’s fiscal year. Such report shall meet the requirements of Section 6321 of the Nonprofit Law. This section does not apply if the corporation did not have more than 100 Members or $10,000 in assets at any time during the fiscal year or if the corporation in writing solicits contributions from 500 or more persons and otherwise meets all the requirements of Section 6321 (f) (i-iii) of the Nonprofit Law.
Annual Statement of Certain Transactions and Indemnifications. Any provision of the Articles or these By-Laws notwithstanding, the corporation shall furnish annually to the Members and Directors a statement of any transaction or indemnification of a kind described in Section 6322 of the Nonprofit Law, if any such transaction or indemnification took place. Such report shall be issued in compliance with such Section.
Section 8.3 Rights of Members to Have Access to Membership List.
(a) Members shall have the right to inspect or obtain a copy of the Membership list as set forth in Sections 6330-6338 of the Nonprofit Law, subject to the limitations set forth in such Sections. A Member shall have such right of access only for a purpose reasonably related to such person’s interest as a Member, which purpose shall be stated in the Member’s demand. If the corporation reasonably believes the list will be used for another purpose, or where the corporation offers a reasonable alternative method of achieving the purpose stated in the demand, then (i) if the demand is made by fewer than 5% of the Members (or, at any time when there are more than 1,000 Members, such other number or proportion as is specified in Section 5036 of the Nonprofit Law), the corporation may deny access to the list, or (ii) if the demand is made by the authorized number of Members, the corporation may petition a court for an order setting aside the demand pursuant to Section 6331 of the Nonprofit Law.
(b) Without the prior approval of the Steering Committee, a Membership list or any part thereof may not be used by any person for any purpose unrelated to a Member’s interest as a Member. Without limiting the generality of the foregoing, without such prior approval a membership list or any part thereof may not be: (1) used to solicit money or property; (2) used for any purpose which the user does not reasonably and in good faith believe will benefit the corporation; or (3) used for any commercial purpose or purpose in competition with the corporation; or (4) sold to or purchased by any person.
(c) The provisions of this Section 8.3 are intended to summarize the provisions of Sections 8330-38 of the Nonprofit Law and not to add to or change any provision of such Sections.
Section 8.4. Right of Members to Inspect Accounting Books, Records and Minutes.
The accounting books and records and minutes of proceedings of the Members and the Steering Committee and Standing Committees and other committees shall be open to inspection upon the written demand on the corporation of any Member at any reasonable time, for a purpose reasonably related to such person’s interests as a Member.
Section 8.5. Right of Members to Inspect By-Laws.
The corporation shall keep, at its principal office in California, the original or a copy of these By-Laws, as amended to date, which shall be open to inspection by the Members at all reasonable times during office hours.
Section 8.6. Inspection Rights of Directors.
Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation.
ARTICLE IX – MISCELLANEOUS PROVISIONS
Section 9.1. Compensation.
No Director, Officer or Chair or member of a Standing Committee or any other committee shall be entitled to any compensation on account of service as such unless otherwise expressly provided in a written agreement approved by the Steering Committee, provided that this sentence shall not limit the reimbursement of reasonable out-of-pocket expenses with the approval of: (i) the Steering Committee; or (ii) an Officer expressly authorized by the Steering Committee to give such approval, up to the limit on such authorization specified by the Steering Committee.
Section 9.2. Expenditures Over $250.
No expenditure, or group of integrally related expenditures, in excess of $250 shall be incurred without the approval of the Standing Committee. No expenditure, or group of integrally related expenditures, in excess of $2,500 shall be incurred without the approval of the Members (see Section 9.8).
Section 9.3. No Endorsement of Candidates.
The corporation shall not endorse any candidate for elective political office.
Section 9.4. Interpretation of By-Laws.
Unless defined differently herein or unless the context requires a different meaning, terms used in these By-Laws shall have the same meaning as may be given to them in the Nonprofit Law, as amended from time to time. To the extent possible, these By-Laws shall be construed as supplemental to all laws applicable to the same subject matter and shall be fully complied with unless such compliance shall be illegal. Any provision of these By-Laws which is inconsistent with any applicable law shall not be complied with, but such inconsistency shall not affect the validity of any other provision of these By-Laws.
Section 9.5. Use of Newsletter for Notices and Reports.
Notwithstanding any provision to the contrary in these By-Laws (except in the case of expulsion of a Member or the suspension or termination of Membership rights), a notice or report mailed or delivered as part of a newsletter regularly sent to Members shall constitute written notice or report when addressed and mailed, emailed or otherwise delivered to the Member, or in the case of Members who are residents of the same household and who have the same address on the books of the corporation, when addressed and mailed or delivered to one of such Members, at the address appearing on the books of the corporation.
Section 9.6. Fiscal Year.
The fiscal year of the corporation shall begin on July 1 in each year and end on June 30 in the following year.
Section 9.7. Instruments in Writing.
All checks, drafts, demands for money and notes of the corporation, and all written contracts of the corporation, shall be signed by such Officer or Officers, agent or agents, as the Steering Committee may from time to time designate. No Officer, agent, or employee of the corporation shall have the power to bind the corporation by contract or otherwise unless authorized to do so by these By- Laws or by the Steering Committee.
Section 9.8. Approval of the Members – Defined.
As used in these By-Laws, “approval by (or approval of) the Members” means approved or ratified by the affirmative vote of a majority of the votes represented and voted at a duly held meeting at which a quorum is present (which affirmative votes also constitute a majority of the required quorum) or written ballot -in conformity with Section 7.8.
ARTICLE X – ADOPTION, AMENDMENT OR REPEAL OF BY-LAWS
Section 10.1. Amendment by Steering Committee or Members.
By-Laws may be adopted, amended or repealed by approval of the Members (see Section 9.8) or the Steering Committee, except as provided in Sections 10.2 and 10.3.
Section 10.2. Amendment Members Only.
A By-Law may be adopted, amended or repealed only by approval of the Members (see Section 9.8) if such By-Law or amendment or repeal thereof would (1) change the maximum or minimum authorized number of Directors specified in Section 2.2, (2) increase the terms of Directors specified in Section 2.3, (3) provide that the Steering Committee may fill vacancies occurring in the Steering Committee by reason of the removal of Directors, (4) change the quorum for meetings of Members specified in Section 7.7, (5) create, repeal, restrict or expand proxy rights of Members, (6) materially and adversely affect the rights of Members as to voting or dissolution, (7) effect an exchange, reclassification or cancellation of all or part of the Memberships, or (8) authorize a new class of Membership.
Section 10.3. Impermissible By-Laws.
No amendment of the Articles or these By-Laws may extend the term of a Director beyond that for which the Director was elected. Any reduction in the number of Directors authorized in the Articles or these By-Laws does not remove any Director prior to the expiration of such Director’s term of office.
CERTIFICATE OF SECRETARY
The undersigned does hereby certify that the undersigned is the Secretary of Friends of Noe Valley, a nonprofit public benefit corporation duly organized and existing under the laws of the State of California, that the foregoing amendments to the By-Laws of said corporation were duly and regularly adopted as such by the Steering Committee of said corporation; and that the above and foregoing By-Laws are now in full force and effect.