Proposed Bylaws for Rescue Muni – February 2007
Rescue Muni, Inc.
A California Nonprofit Public Benefit Corporation
Name and Principal Office
SECTION 1.NAME. The name of this corporation is Rescue Muni, Inc.
SECTION 2. PRINCIPAL OFFICE. The principal office for the transaction of the activities and affairs of this corporation is located at 995 Market Street, Suite 1550, in San Francisco, California. The Board of Directors may change the location of the principal office. Any such change of location must be noted by the secretary on these bylaws opposite this Section; alternatively, this Section may be amended to state the new location.
SECTION 3. OTHER OFFICES. The Board of Directors may at any time establish branch or subordinate offices at any place or places where this corporation is qualified to conduct its activities.
General and Specific Purpose
SECTION 1. GENERAL AND SPECIFIC PURPOSE. This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for public purposes. The general purpose is to promote an efficient, safe, and reliable public transit system in San Francisco. The specific purpose of this corporation is to engage in educational and lobbying activities related to mass transit in San Francisco and the surrounding region, and to carry on other educational activities associated with this goal as allowed by law.
SECTION 2. CONSTRUCTION AND DEFINITIONS. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term ³person² includes both a legal entity and a natural person.
Dedication of Assets & Donations
SECTION 1. EARNINGS & ASSETS. The net earnings of the corporation are devoted exclusively to charitable, educational, or recreational purposes. No part of the net earnings, properties, or assets of the corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or to any director or officer of the corporation. On liquidation or dissolution, all properties and assets remaining after payment of all known debts and liabilities shall be distributed equally among the Members.
SECTION 2. DONATIONS. Donations from supporting businesses or organizations are acceptable, but such donations shall not entitle the donor to voting rights. Donations from businesses or organizations having a direct financial interest with Muni, the Municipal Transportation Agency, the San Francisco County Transportation Authority, or other Bay Area transit agencies shall not be accepted.
Rights of Membership
Membership is open to any natural person who has paid the regular or reduced dues. All members shall have the right to vote, as set forth in these bylaws, on the election of directors, on the endorsement of candidates or ballot initiatives, on ratification of Rescue Muni policy, on the disposition of all or substantially all of the corporationıs assets, on any merger and its principal terms and any amendment of those terms, and on any election to dissolve the corporation. In addition, those members shall have all rights afforded members under the California Nonprofit Public Benefit Corporation Law. Membership data shall not be released for external use without a Memberıs prior written authorization.
Other Persons Associated with Corporation
This corporation may refer to persons of nonvoting classes or other persons it as ³members,² even though those persons are not voting members as set forth in Article V of these bylaws, but no such reference shall constitute anyone as a member within the meaning of Corporations Code section 5056 unless that person shall have qualified for a voting membership. References in these bylaws to ³members² shall mean members as defined in Corporations Code section 5056. By amendment of its articles of incorporation or of these bylaws, the corporation may grant some or all of the rights of a member of any class to any person that does not have the right to vote on the matters specified in Article of these bylaws, but no such person or entity shall be a member within the meaning of Corporations Code section 5056.
Membership Dues, Fees and Assessments
SECTION 1. DUES, FEES AND ASSESSMENTS. Each member must pay, within the time and on the conditions set by the Board of Directors, the dues, fees, and assessments in amounts to be fixed from time to time by the Board of Directors. The Board of Directors may set different dues, fees, and assessments for certain groups of members (e.g. basic, limited income, contributing, etc.).
SECTION 2. GOOD STANDING. Members who have paid the required dues, fees, and assessments in accordance with these bylaws and who are not suspended shall be members in good standing.
Termination and Suspension of Membership
SECTION 1. TERMINATION. A membership shall terminate on occurrence of any of the following events:
(a) Resignation of the member;
(b) Expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board of Directors;
(c) The memberıs failure to pay dues, fees, or assessments as set by the Board of Directors within three (3) months after they are due and payable;
(d) Any event that renders the member ineligible for membership, or failure to satisfy membership qualifications; or
(e) Termination of membership based on the good faith determination by the Board of Directors, or a committee or person authorized by the Board of Directors to make such a determination, that the member has failed in a material and serious degree to observe the rules of conduct of the corporation, or has engaged in conduct materially and seriously prejudicial to the corporationıs purposes and interests.
SECTION 2. SUSPENSION. A member may be suspended, under this Section of these bylaws, based on the good faith determination by the Board of Directors, or a committee or person authorized by the Board of Directors to make such a determination, that the member has failed in a material and serious degree to observe the corporationıs rules of conduct, or has engaged in conduct materially and seriously prejudicial to the corporationıs purposes and interests. A person whose membership is suspended shall not be considered a member for any purpose during the period of suspension.
SECTION 3. PROCEDURE FOR REMOVAL. If grounds appear to exist for suspending or terminating a member under Section 1 or 2 of this Article VIII, the following procedure shall be followed:
(a) The Board of Directors shall give the member at least 15 daysı prior notice of the proposed suspension or termination and the reasons for the proposed suspension or termination. Notice shall be given by any method reasonably calculated to provide actual notice. Notice given by mail shall be sent by first-class to the memberıs last address as shown on the corporationıs records. Notice given by e-mail shall be considered valid if sent to the memberıs last known e-mail address on record, as provided by the member.
(b) The member shall be given an opportunity to be heard, either orally or in writing, at least five days before the effective date of the proposed suspension or termination. The hearing shall be held, or the written statement considered, by the Board of Directors or by a committee or person authorized by the Board of Directors to determine whether the suspension or termination should occur.
(c) The Board of Directors, the committee, or person shall decide whether the member should be suspended, expelled, or sanctioned in any way. The decision of the Board of Directors, the committee, or person shall be final.
(d) Any action challenging an expulsion, suspension, or termination of membership, including a claim alleging defective notice, must be commenced within one year after the date of the expulsion, suspension, or termination.
SECTION 4. TRANSFER OF MEMBERSHIPS. A membership or any right arising from membership may be transferred to a prospective member meeting the qualifications set forth in Article V of these bylaws; provided, however, that no member may transfer a membership or any right arising from it for value. Under Article V of these bylaws, all rights of membership cease on the memberıs death, suspension, termination, or dissolution.
Policy and Endorsements
SECTION 1. POLICY POSITIONS. The Board of Directors may approve policy positions on any matter related to the purpose of the organization. Policy positions require a two-thirds vote of the Board of Directors. All policy positions must be reported to the members before the next General Membership Meeting, and any policy position taken by the Board of Directors may be revoked by a majority vote of the members present at the next General Membership Meeting.
SECTION 2. ENDORSEMENTS. Endorsements of candidates for public office or positions on ballot initiatives require approval at a General Membership Meeting by a vote of no less than two-thirds of the Members voting in accordance with Article X, and also by a vote of two-thirds of the Board of Directors. This may occur in either order.
SECTION 3. ACTION WITHOUT A MEETING. The Board of Directors may take action on a matter without a meeting if three-quarters of its members approve. Such actions should be undertaken only when time does not permit a board meeting, and when the President determines that immediate action is critical to the Purposes of the organization. Such actions shall be reconsidered at the next board meeting, and shall not be forwarded to the members for approval until such reconsideration has taken place.
General Membership Meetings
SECTION 1. QUARTERLY MEETINGS. General Membership Meetings shall take place on a quarterly basis and shall be held on the on a date and at a time designated by the Board of Directors. Prior to the date set forth for the meetings the Committees shall provide a written report of all their actions taken since the last quarterly General Membership Meeting. The Board of Directors may, by two-thirds vote, elect to cancel any quarterly meeting if circumstances warrant.
SECTION 2. PLACE OF MEETINGS. Meetings of the members shall be held at a place designated by the Board of Directors or by the written consent of all members entitled to vote at the meeting, given before or after the meeting. In the absence of any such designation, membersı meetings shall be held at the corporationıs principal office. The Board of Directors may authorize members who are not present in person to participate by electronic transmission or electronic video communication.
SECTION 3. ELECTRONIC MEETINGS. If authorized by the Board of Directors in its sole discretion, and subject to the requirements of consent in Corporations Code section 20(b) and guidelines and procedures the Board of Directors may adopt, members not physically present in person (or, if proxies are allowed, by proxy) at a meeting of members may, by electronic transmission by and to the corporation or by electronic video screen communication, participate in a meeting of members, be deemed present in person (or, if proxies are allowed, by proxy), and vote at a meeting of members whether that meeting is to be held at a designated place or in whole or in part by means of electronic transmission by and to the corporation or by electronic video screen communication, subject to the requirements of these bylaws.
SECTION 4. REQUIREMENTS FOR ELECTRONIC MEETINGS. A meeting of the members may be conducted, in whole or in part, by electronic transmission by and to the corporation or by electronic video screen communication (1) if the corporation implements reasonable measures to provide members in person (or, if proxies are allowed, by proxy) a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with those proceedings, and (2) if any member votes or takes other action at the meeting by means of electronic transmission to the corporation or electronic video screen communication, a record of that vote or action is maintained by the corporation. Any request by a corporation to a member pursuant to Corporations Code section 20(b) for consent to conduct a meeting of members by electronic transmission by and to the corporation shall include a notice that absent consent of the member pursuant to Corporations Code section 20(b), the meeting shall be held at a physical location in accordance with the procedures set forth in this Article IX.
SECTION 5. SPECIAL MEETINGS. The Board of Directors or twenty percent (20%) or more of the members, may call a special meeting of the members for any lawful purpose at any time.
SECTION 6. CALLING SPECIAL MEETINGS. A special meeting called by any person entitled to call a meeting (other than the Board of Directors) shall be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the president or any vice president or the secretary of the corporation. The officer receiving the request shall cause notice to be given promptly to the members entitled to vote, stating that a meeting will be held at a specified time and date fixed by the Board of Directors, provided, however, that the meeting date shall be at least fifteen (15) but no more than forty-five (45) days after receipt of the request. If the notice is not given within twenty (20) days after the request is received, the person or persons requesting the meeting may give the notice. Nothing in this Section shall be construed as limiting, fixing, or affecting the time at which a meeting of members may be held when the meeting is called by the Board of Directors.
SECTION 7. PROPER BUSINESS OF SPECIAL MEETINGS. No business, other than the business that was set forth in the notice of the meeting, may be transacted at a special meeting.
SECTION 8. GENERAL NOTICE REQUIREMENTS. Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given, under Article X, Sections 8, 9 & 10 of these bylaws, to each member entitled to vote at that meeting. The notice shall specify the place, date, and hour of the meeting, and the means of electronic transmission by and to the corporation or electronic video screen communication, if any, by which members may participate in the meeting. For the annual meeting, the notice shall state the matters that the Board of Directors, at the time notice is given, intends to present for action by the members. For a special meeting, the notice shall state the general nature of the business to be transacted and shall state that no other business may be transacted. The notice of any meeting at which the Board of Directors members are to be elected shall include the names of all persons who are nominees when notice is given.
SECTION 9. NOTICE OF CERTAIN AGENDA ITEMS. Approval by the members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals:
(a) Removing a director without cause;
(b) Filling vacancies on the Board of Directors;
(c) Amending the articles of incorporation; or
(d) Electing to wind up and dissolve the corporation.
SECTION 10. MANNER OF GIVING NOTICE. Notice of any meeting of members shall be in writing and shall be given at least ten (10) but no more than ninety (90) days before the meeting date. The notice shall be given either personally or by first-class, registered, or certified mail, or by other means of written or electronic communication, charges prepaid, and shall be addressed to each member entitled to vote, at the address of that member as it appears on the books of the corporation or at the address given by the member to the corporation for purposes of notice. If no address appears on the corporationıs books and no address has been so given, notice shall be deemed to have been given if either (i) notice is sent to that member by first-class mail or facsimile or other written communication to the corporationıs principal office or (ii) notice is published at least once in a newspaper of general circulation in the county in which the principal office is located.
(a) Notice given by electronic transmission by the corporation shall be valid only if
(1) Delivered by (i) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, for that recipient on record with the corporation; (ii) posting on an electronic message board or network that the corporation has designated for those communications, together with a separate notice to the recipient of the posting, which transmission shall be validly delivered on the later of the posting or delivery of the separate notice of it; or (iii) other means of electronic communication;
(2) To a recipient who has provided an unrevoked consent to the use of those means of transmission for communications; and
(3) That creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form.
(b) Notwithstanding the foregoing,
(1) An electronic transmission by this corporation to a member is not authorized unless, in addition to satisfying the requirements of this section, the transmission satisfies the requirements applicable to consumer consent to electronic record as set forth in the Electronic Signatures in Global and National Commerce Act (15 United States Code section 7001(c)(1)).
(2) Notice shall not be given by electronic transmission by the corporation after either of the following: (i) the corporation is unable to deliver two consecutive notices to the member by that means or (ii) the inability so to deliver the notices to the member becomes known to the secretary, any assistant secretary, or any other person responsible for the giving of the notice.
SECTION 11. AFFIDAVIT OF MAILING NOTICE. An affidavit of the mailing of any notice of any membersı meeting, or of the giving of such notice by other means, may be executed by the secretary, assistant secretary, or any transfer agent of the corporation, and if so executed, shall be filed and maintained in the corporationıs minute book.
SECTION 12. QUORUM. Members representing at least one percent (1%) of the voting power of all members shall constitute a quorum for the transaction of business at any meeting of members. If, however, the attendance at any general or annual meeting, whether in person or by proxy, is less than one third of the voting power, the members may vote only on matters as to which notice of their general nature was given under Article X, Section 9 of these bylaws. Except as otherwise required by law, the articles, or these bylaws, the members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, even if enough members have withdrawn 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.
SECTION 13. ELIGIBILITY TO VOTE. Subject to the California Nonprofit Public Benefit Corporation Law, members in good standing on the record date as determined under Article VII, Section 2 of these bylaws shall be entitled to vote at any meeting of members.
SECTION 14. MANNER OF VOTING. Voting may be by voice or by ballot for policy measures, except that the members may by voice vote demand a written ballot for any policy measure. For endorsements of candidates and ballot initiatives and election of the Board of Directors, written ballots are required. The Board of Directors may adopt rules for endorsement votes as needed.
SECTION 16. MAJORITY REQUIREMENTS. For policy positions of the organization, if a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting shall be deemed the act of the members. For endorsements of candidates or ballot measures, the vote of two-thirds of the voting power represented at the meeting shall be required.
SECTION 17. ACTION BY WRITTEN BALLOT. Any action members may take at any meeting of members may also be taken without a meeting by complying with Section 18 immediately following this paragraph.
SECTION 18. SOLICITATION OF WRITTEN BALLOTS. By a unanimous vote, the Board of Directors may authorize a vote of the membership via mail or e-mail. In such an event, this corporation shall distribute one written ballot to each member entitled to vote on the matter. The ballot and any related material may be sent by electronic transmission by the corporation, and responses may be returned to the corporation by electronic transmission that meets the requirements of Article IX, Section 10 of these bylaws. All solicitations of votes by written ballot shall (a) state the number of responses needed to meet the quorum requirement; (b) state, with respect to ballots other than for election of directors, the percentage of approvals necessary to pass the measure or measures; and (c) specify the time by which the ballot must be received in order to be counted. Each ballot so distributed shall (a) set forth the proposed action; (b) give the members an opportunity to specify approval or disapproval of each proposal; and (c) provide a reasonable time in which to return the ballot to the corporation. The Board of Directors may not authorize the issuance of ballots via mail or e-mail for endorsements of political candidates or ballot measures. If the corporation has 100 or more members, any written ballot distributed to ten or more members shall provide that, subject to reasonable specified conditions, if the person solicited specifies a choice in any such matter, the vote shall be cast according to that specification.
The Board of Directors may not authorize the issuance of ballots via mail or e-mail for endorsements of political candidates or ballot measures.
SECTION 19. WITHHOLDING OF VOTES. In any vote cast by written ballot, including the election of the Board of Directors, members a member may cast a ³no endorsement² vote, which shall be counted in the total number of votes for the purposes of calculating the percentage endorsed.
SECTION 20. NUMBER OF VOTES AND APPROVALS REQUIRED. Approval by written ballot shall be valid only when (i) the number of votes cast by ballot (including ballots that are marked ³no endorsement² or otherwise indicate that authority to vote is withheld) within the time specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and (ii) the number of approvals equals or exceeds the number of votes that would be required for approval at a meeting at which the total number of votes cast was the same as the number of votes cast by written ballot without a meeting.
SECTION 21. REVOKING BALLOTS. A written ballot may not be revoked.
SECTION 22. RECORD DATE FOR NOTICE, VOTING, WRITTEN BALLOTS, AND OTHER BOARD OF DIRECTORSı ACTIONS. For purposes of establishing the members entitled to receive notice of any meeting, entitled to vote at any meeting, entitled to vote by written ballot, or entitled to exercise any rights in any lawful action, the Board of Directors may, in advance, fix a record date. The record date so fixed for
(a) sending notice of a meeting shall be no more than ninety (90) nor less than ten (10) days before the date of the meeting;
(b) voting at a meeting shall be no more than sixty (60) days before the date of the meeting;
(c) voting by written ballot shall be no more than sixty (60) days before the day on which the first written ballot is mailed or solicited; and
(d) taking any other action shall be no more than sixty (60) days before that action.
SECTION 25. RECORD DATE NOT SET BY BOARD OF DIRECTORS. If not otherwise fixed by Board of Directors, the record date for determining members entitled to receive notice of a meeting of members shall be the next business day preceding the day on which notice is given or, if notice is waived, the next business day preceding the day on which the meeting is held. If not otherwise fixed by Board of Directors, the record date for determining members entitled to vote at the meeting shall be the day on which the meeting is held.
If not otherwise fixed by the Board of Directors, the record date for determining members entitled to vote by written ballot shall be the day on which the first written ballot is mailed or solicited.
If not otherwise fixed by the Board of Directors, the record date for determining members entitled to exercise any rights with respect to any other lawful action shall be the date on which the Board of Directors adopts the resolution relating to that action, or the 60th day before the date of that action, whichever is later.
For purposes of this Article X, a person holding a membership at the close of business on the record date shall be a member of record.
SECTION 27. NO PROXY VOTING. Members may not vote by proxy.
The Board of Directors
SECTION 1. GENERAL POWERS. Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and subject to any limitations of the articles of incorporation or bylaws regarding actions that require approval of the members, the corporationıs activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors.
SECTION 2. SPECIFIC POWERS. Without prejudice to the general powers set forth in Article II, Section 1 of these bylaws, but subject to the same limitations, the Board of Directors shall have the power to do the following:
a) Appoint and remove, at the pleasure of the Board of Directors, agents, and employees; prescribe powers and duties for them as are consistent with the law, the articles of incorporation, and these bylaws; fix their compensation; and require from them security for faithful service.
b) Adopt policy for the organization and make recommendations to the members for endorsements of political candidates and ballot measures, subject to the limitations listed above in Article IX (³Policy²).
c) Provide endorsements for corporate officers; prescribe powers and duties for them as are consistent with the law, the articles of incorporation, and these bylaws; fix their compensation; and require from them security for faithful service.
d) Change the principal office or the principal business office in California from one location to another; cause the corporation to be qualified to conduct its activities in any other state, territory, dependency, or country; conduct its activities in or outside California; and designate a place in or outside California for holding any meeting of members.
e) Borrow money and incur indebtedness on the corporationıs behalf and cause to be executed and delivered for the corporationıs purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.
SECTION 3. NUMBER AND TERM OF THE BOARD OF DIRECTORS MEMBERS. The Board of Directors Board of Directors shall consist of:
a) Nine (9) members elected annually for staggered two-year terms from the general membership, five in odd-numbered years and four in even-numbered years; and
b) One representative from each Standing Committee, as elected by the members of each Standing Committee, if said Standing Committee votes to send a representative. Each Director shall hold office for one (1) year or until a successor Director has been designated and qualified.
Terms of office for elected Directors shall begin at noon on the first day of July. Election shall be held at a General Membership Meeting before the expiration of terms of office of elected Directors, no later than one week before and no sooner than three months before the expiration of terms.
SECTION 4. RESTRICTION ON INTERESTED PERSONS AS BOARD OF DIRECTORS. No more than forty-nine percent (49%) of the persons serving on the Board of Directors may be ³interested persons.² An interested person is (a) any person compensated by the corporation for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; and (b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of such person. However, any violation of this paragraph shall not affect the validity or enforceability of transactions entered into by the corporation.
SECTION 5. NOMINATIONS BY COMMITTEE. The president shall appoint a committee to nominate qualified candidates for election to the Board of Directors at least sixty (60) days before the date of any election of the Board of Directors. The nominating committee shall make its report at least thirty (30) days before the date of the election, or at such other time as the Board of Directors may set, and the secretary shall forward to each member, with the notice of meeting required by these bylaws, a list of all candidates nominated by committee. Standing Committees may also nominate candidates for the Board of Directors no less than thirty (30) days before the date of the election.
SECTION 7. FLOOR NOMINATIONS. If a meeting is held for the election of Board of Directors, any member present at the meeting may place names in nomination.
SECTION 8. DISTRIBUTION OF NOMINEE INFORMATION TO MEMBERS. For each Board of Directors election, the Board of Directors shall distribute information on all qualified nominees to the members on an equal basis via the Rescue Muni newsletter and website.
SECTION 9. USE OF CORPORATE FUNDS TO SUPPORT NOMINEE. If more people have been nominated for The Board of Directors than can be elected, no corporate funds may be expended to support a nominee without the Board of Directorsı authorization.
SECTION 10. EVENTS CAUSING VACANCIES ON THE BOARD OF DIRECTORS. A vacancy or vacancies on the Board of Directors shall occur in the event of (a) the death, resignation, or removal, by absence or cause, of any Director, (b) an increase of the authorized number of Directors; or (c) the failure of the members, at any meeting of members at which any Board of Director(s) is/are to be elected, to elect the number of Board of Directors required to be elected at such meeting.
SECTION 10. RESIGNATION OF DIRECTORS. Except as provided below, any Director may resign by giving written notice to the president or the secretary of the Board of Directors. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a Directorıs resignation is effective at a later time, the Board of Directors may elect a successor to take office as of the date when the resignation becomes effective. Except on notice to the California Attorney General, no Director may resign if the corporation would be left without any duly elected Directors.
SECTION 11. REMOVAL OF A DIRECTOR. Directors may be removed for absence or for cause.
a) Removal for Absence. Any Director may be removed, with or without cause, by the vote of the majority of the Board of Directors at a special meeting called for that purpose, or at a regular meeting, provided that notice of that meeting and of the removal questions are given as provided in Article X, Section 10. Any Director who does not attend three (3) successive Board of Director meetings shall be subject to removal by the Board of Directors by a majority vote unless (a) the Director requests a leave of absence for a limited period of time, and the leave is approved by the Board of Directors at a regular or special meeting (if such leave is granted, the number of Directors will be reduced by one in determining whether a quorum is or is not present), (b) the Director suffers from an illness or disability that prevents him or her from attending meetings and The Board of Directors by resolution waives the automatic removal procedure of this subsection. If the board member subject to removal for absence is absent from the meeting at which such a vote is taken, the required quorum for that vote shall be reduced by one from the normal required quorum.
b) Removal for Cause. The Board of Directors may vote to remove a Director for cause by a three-fourths (75%) vote of members other than himself or herself. This vote will not be final until ratified by the members at the next General Membership Meeting, but until that meeting the Director in question will be suspended from voting in Board of Directors business.
SECTION 12. VACANCIES FILLED BY THE BOARD OF DIRECTORS. Except for a vacancy created by the removal of a Director by the members, vacancies on the Board of Directors may be filled by approval of the Board of Directors or, if the number of Directors then in office is less than a quorum, by (1) the unanimous written consent of the Directors then in office, (2) the affirmative vote of a majority of the Directors then in office at a meeting held according to notice or waivers of notice complying with Corporations Code sections 5211, 7211, or 9211, or (3) a sole remaining Board member.
SECTION 13. NO VACANCY ON REDUCTION OF NUMBER OF DIRECTORS. Any reduction of the authorized number of The Board of Directors members shall not result in any Directors being removed before his or her term of office expires.
SECTION 14. PLACE OF BOARD OF DIRECTOR MEETINGS. Meetings of the Board of Directors shall be held at any place within or outside California that has been designated by resolution of The Board of Directors or in the notice of the meeting or, if not so designated, at the principal office of the corporation.
SECTION 15. ELECTRONIC MEETINGS. Any Board of Directorsı meeting may be held by conference telephone, video screen communication, or other communications equipment. Participation in a meeting under this Section shall constitute presence in person at the meeting if both the following apply:
a) Each Director participating in the meeting can communicate concurrently with all other Directors.
b) Each Director is provided the means of participating in all matters before the Board of Directors, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation.
SECTION 16. MONTHLY BOARD MEETINGS. The Board of Directors shall hold a meeting for purposes of organization and transaction of other business on a monthly basis. Notice of this meeting is required on the Rescue Muni website only. The Board may cancel or postpone meetings as needed, provided that notice is posted on the website.
SECTION 17. SPECIAL MEETINGS. Special meetings of the Board of Directors for any purpose may be called at any time by the president or any vice president, the secretary, or any two Directors.
SECTION 18. NOTICE OF SPECIAL MEETINGS. Notice of the time and place of special meetings shall be given to each by (a) personal delivery of written notice; (b) first-class mail, postage prepaid; (c) telephone, including a voice messaging system or other system or technology designed to record and communicate messages, or by electronic transmission, either directly to the or to a person at the ıs office who would reasonably be expected to communicate that notice promptly to the Director; (d) facsimile; (e) electronic mail; or (f) other electronic means. All such notices shall be given or sent to the Directorıs address or telephone number as shown on the corporationıs records.
Notices sent by first-class mail shall be deposited in the United States mails at least seven (7) days before the time set for the meeting. Notices given by personal delivery, telephone, or electronic transmission shall be delivered, telephoned, or sent, respectively, at least forty-eight (48) hours before the time set for the meeting.
The notice shall state the time of the meeting and the place, if the place is other than the corporationıs principal office. The notice need not specify the purpose of the meeting.
SECTION 19. QUORUM. A majority of the authorized number of Directors shall constitute a quorum for the transaction of all business except: (a) for votes of the Board of Directors requiring a two-thirds or three-quarters vote, two-thirds of the authorized number of Directors shall constitute a quorum; and (b) for adjournment, a majority of Directors present shall constitute a quorum.
Every action taken or decision made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be an act of the Board of Directors, subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limitation, those provisions relating to (a) approval of contracts or transactions in which a Director has a direct or indirect material financial interest, (b) approval of certain transactions between corporations having common directorships, (c) creation of and appointments to committees of the Board of Directors, and (d) indemnification of directors.
SECTION 20. WAIVER OF NOTICE. Notice of a meeting need not be given to any Director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any Director who attends the meeting and who, before or at the beginning of the meeting, does not protest the lack of notice to him or her.
SECTION 21. ADJOURNMENT. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting, or continue it to another time and place.
SECTION 22. NOTICE OF CONTINUED MEETING. Notice of the time and place of holding a continued meeting need not be given unless the original meeting is adjourned for more than twenty-four (24) hours. If the original meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the Directors who were not present at the time of the adjournment.
SECTION 23. ACTION WITHOUT A MEETING. Any action that the Board of Directors is required or permitted to take may be taken without a meeting if all Directors consent in writing to the action; provided, however, that the consent of any Director who has a material financial interest in a transaction to which the corporation is a party and who is an ³interested director² as defined in Corporations Code section 5233 shall not be required for approval of that transaction. Such action by written consent shall have the same force and effect as any other validly approved action of the Board of Directors. All such consents shall be filed with the minutes of the proceedings of the Board of Directors.
SECTION 24. COMPENSATION AND REIMBURSEMENT. Directors may receive such compensation, if any, for their services as Directors or officers, and such reimbursement of expenses, as the Board of Directors may establish by resolution to be just and reasonable as to the corporation at the time that the resolution is adopted.
SECTION 25. INITIAL COMPOSITION OF BOARD OF DIRECTORS. The initial composition of the Board of Directors shall consist of all members of the Executive and or Board of Directors of the pre-incorporation RESCUE MUNI as those committees existed September 1, 2006. The terms of those board members shall expire in even and or odd years pursuant to the established policy of the pre-incorporated RESCUE MUNI.
SECTION 1. STANDING COMMITTEES. The Board of Directors, by resolution adopted by a majority of the Directors then in office, may create one or more standing committees. Standing Committees must include one or more Directors as well as other Members, and Standing Committee status is at the pleasure of the Board of Directors. The Board of Directors may designate an existing Ad Hoc Committee (see next section) as a Standing Committee, or create a new Standing Committee.
Standing Committees may submit to the Board of Directors the name of one of their members for consideration in appointment to the Board of Directors. The Board of Directors, by a majority vote, may appoint this member of the Standing Committee to the Board of Directors.
Standing Committees may recommend Rescue Muni policies to the Board of Directors and may report on their activities to the Members at General Membership Meetings, through the newsletter, or on the website.
Minutes of each Standing Committee meeting shall be kept and shall be filed with the corporate records. All actions of the committees shall be reported to and ratified by the full Board of Directors and the general membership at next duly scheduled meeting.
SECTION 2. AD HOC COMMITTEES
Ad Hoc Committees may be formally or informally created by the Membership. An Ad Hoc Committee is any group of three or more Members who have regularly met together, at least four times during the past year, to discuss any Muni or Rescue Muni subject or issue, and have advised the Board of Directors in writing that that they have formed a committee. Their Status as an Ad Hoc Committee shall be conferred after the first regular Board of Directors meeting following receipt of their written notice of Ad Hoc Committee formation, unless the Board Directors votes to veto the creation of the Ad Hoc Committee, in which case status as an Ad Hoc Committee will be considered denied.
An Ad Hoc Committee may request full Standing
Committee status after two meetings.
The Board of Directors will then vote to approve the request for full
Standing Committee status by a majority vote.
Ad Hoc Committees may recommend Rescue Muni policies to the Board of Directors or the membership via the website, newsletter, or General Membership Meetings.
Ad hoc committee actions, including policy recommendations, shall require a vote of a majority of Members present, and no less than three Members. Recommendations shall be submitted in writing or electronically, with sufficient time, before scheduled consideration by the Board of Directors. Ad hoc committees shall generally comply with Robert's Rules and establish their own procedures and select a Committee Chair and a Committee Vice Chair. Committees are encouraged to participate in the implementation of their policies after they become Rescue Muni policy.
SECTION 3. RULES.
The Board of Directors may adopt rules for the governance of any committee as
long as the rules are consistent with these bylaws. If the Board of Directors
has not adopted rules, the committee may do so.
SECTION 1. OFFICES HELD. The officers of this corporation shall be the President, who shall also act as the Chair of the Board of Directors, a secretary, and a chief financial officer. The corporation, at the Board of Directorsı discretion, may also have one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be deemed appropriate.
SECTION 2. DUPLICATION OF OFFICES. Any number of offices may be held by the same person, except that neither the secretary nor the chief financial officer may serve concurrently as the president
SECTION 3. ELECTION OF OFFICERS. The officers of this corporation, shall be endorsed by the Board of Directors subject to approval by a majority vote of the Board of Directors. Officers shall server at the pleasure of the members of the Board of Directors, subject to the rights of any officer under any employment contract.
SECTION 4. REMOVAL OF OFFICERS. Without prejudice to the rights of any officer under an employment contract, the members and the Board of Directors may remove any officer with or without cause.
SECTION 5. RESIGNATION OF OFFICERS. Any officer may resign at any time by giving written notice to the Board of Directors. The resignation shall take effect on the date the notice is received or at any later time specified in the notice. Unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to any rights of the corporation under any contract to which the officer is a party.
SECTION 6. VACANCIES IN OFFICE. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these bylaws for normal appointments to that office, provided, however, that vacancies need not be filled on an annual basis.
SECTION 7. PRESIDENT AND CHAIR OF BOARD OF DIRECTORS. The President shall be the chief spokesperson of Rescue Muni, Inc., preside at the Board of Directors meetings, and shall exercise and perform such other powers and duties as the Board of Directors may assign from time to time. If there is no managing director, the President shall also be the chief executive officer and shall have the powers and duties of the president of the corporation set forth in these bylaws.
SECTION 8. MANAGING DIRECTOR. The Board of Directors may in its sole discretion appoint a Managing Director to run the daily operations of Rescue Muni, Inc, to carry out such duties as the Board of Directors assigns. The Managing Director shall serve at the pleasure of the Board. He/she may be a member of the Board, in which case he or she must recuse him/herself from any discussion of his/her job performance.
SECTION 9. VICE PRESIDENTS. If the president is absent or disabled, the vice presidents, if any, in order of their rank as fixed by the Board of Directors, or, if not ranked, a vice president designated by the Board of Directors, shall perform all duties of the president. When so acting, a vice president shall have all powers of and be subject to all restrictions on the president. The vice presidents shall have such other powers and perform such other duties as the Board of Directors or the bylaws may require.
SECTION 10. SECRETARY. The secretary shall keep or cause to be kept, at the corporationıs principal office or such other place as the Board of Directors may direct, a book of minutes of all meetings, proceedings, and actions of the Board of Directors, of committees of the Board of Directors, and of membersı meetings. The minutes of meetings shall include the time and place that the meeting was held; whether the meeting was annual, general, or special, and, if special, how authorized; the notice given; the names of persons present at the Board of Directors and committee meetings; and the number of members present or represented at membersı meetings.
The secretary shall keep or cause to be kept, at the principal California office, a copy of the articles of incorporation and bylaws, as amended to date.
The secretary shall keep or cause to be kept, at the corporationıs principal office or at a place determined by resolution of the Board of Directors, a record of the corporationıs members, showing each memberıs name, address, and class of membership.
The secretary shall give, or cause to be given, notice of all meetings of members, of the Board of Directors, and of committees of the Board of Directors that these bylaws require to be given. The secretary shall keep the corporate seal, if any, in safe custody and shall have such other powers and perform such other duties as the Board of Directors or the bylaws may require.
SECTION 11. CHIEF FINANCIAL OFFICER. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the corporationıs properties and transactions. The chief financial officer shall send or cause to be given to the members and Directors such financial statements and reports as are required to be given by law, by these bylaws, or by the Board of Directors. The books of account shall be open to inspection by any Directors at all reasonable times.
The chief financial officer shall (i) deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the corporation with such depositories as the Board of Directors may designate; (ii) disburse the corporationıs funds as the Board of Directors may order; (iii) render to the president and the Board of Directors, when requested, an account of all transactions as chief financial officer and of the financial condition of the corporation; and (iv) have such other powers and perform such other duties as the Board of Directors or the bylaws may require.
If required by the Board of Directors, the chief financial officer shall give the corporation a bond in the amount and with the surety or sureties specified by the Board of Directors for faithful performance of the duties of the office and for restoration to the corporation of all of its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the chief financial officer on his or her death, resignation, retirement, or removal from office.
SECTION 1. CONTRACTS WITH DIRECTORS. No Director of this corporation nor any other corporation, firm, association, or other entity in which one or more of this corporationıs Directors are directors or have a material financial interest, shall be interested, directly or indirectly, in any contract or transaction with this corporation, unless (a) the material facts regarding that Directorıs financial interest in such contract or transaction or regarding such common directorship, officership, or financial interest are fully disclosed in good faith and noted in the minutes, or are known to all Directors prior to the Board of Directorıs consideration of such contract or transaction; (b) such contract or transaction is authorized in good faith by a majority of the Board of Directors by a vote sufficient for that purpose without counting the votes of the interested Directors; (c) before authorizing or approving the transaction, the Board of Directors considers and in good faith decides after reasonable investigation that the corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and (d) the corporation for its own benefit enters into the transaction, which is fair and reasonable to the corporation at the time the transaction is entered into.
This Section does not apply to a transaction that is part of an educational or charitable program of this corporation if it (a) is approved or authorized by the corporation in good faith and without unjustified favoritism and (b) results in a benefit to one or more Directors or their families because they are in the class of persons intended to be benefited by the educational or charitable program of this corporation.
SECTION 2. LOANS TO DIRECTORS AND OFFICERS. This corporation shall not lend any money or property to or guarantee the obligation of any Director or officer without the approval of the California Attorney General; provided, however, that the corporation may advance money to a Director or officer of the corporation for expenses reasonably anticipated to be incurred in the performance of his or her duties if that Director or officer would be entitled to reimbursement for such expenses by the corporation.
SECTION 3. INDEMNIFICTION. To the fullest extent permitted by law, this corporation may indemnify its Directors, officers, employees, and other persons described in Corporations Code sections 5238(a), 7237(a), or 9246(a), including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any ³proceeding,² as that term is used in that section, and including an action by or in the right of the corporation, by reason of the fact that the person is or was a person described in that section. ³Expenses,² as used in this bylaw, shall have the same meaning as in that section of the Corporations Code.
On written request to the Board of Directors by any person seeking indemnification under Corporations Code sections 5238(b), 7237(b), 9246(b) or sections 5238(c), 7237(c), 9246(c), the Board of Directors shall promptly decide under Corporations Code section 5238(e), 7237(e), or 9246(e) whether the applicable standard of conduct set forth in Corporations Code sections 5238(b), 7237(b), 9246(b) or sections 5238(c), 7237(c, 9246(c) has been met and, if so, the Board of Directors shall authorize indemnification. If the Board of Directors cannot authorize indemnification, because the number of Directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of Directors who are not parties to that proceeding, the Board of Directors shall promptly call a meeting of members. At that meeting, the members shall determine under Corporations Code sections 5238(e), 7237(e), or 9246(e) whether the applicable standard of conduct has been met and, if so, the members present at the meeting in person or by proxy shall authorize indemnification.
To the fullest extent permitted by law and except as otherwise determined by the Board of Directors in a specific instance, expenses incurred by a person seeking indemnification under of these bylaws in defending any proceeding shall be advanced by the corporation before final disposition of the proceeding, on receipt by the corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately found that the person is entitled to be indemnified by the corporation for those expenses.
SECTION 4. MAINTENANCE OF CORPORATE RECORDS. This corporation shall keep the following:
(a) Adequate and correct books and records of account;
(b) Minutes of the proceedings of its members, the Board of Directors, and committees of the Board of Directors; and
(c) A record of each memberıs name, address, and class of membership.
The minutes and other books and records shall be kept either in written form or in any other form capable of being converted into clearly legible tangible form or in any combination of the two.
SECTION 5. MEMBERSHIP RECORDS. Unless the corporation provides a reasonable alternative as provided below, any member may do either or both of the following for a purpose reasonably related to the memberıs interest as a member:
(a) Inspect and copy the records containing membersı names, addresses, and voting rights during usual business hours on five daysı prior written demand on the corporation, which must state the purpose for which the inspection rights are requested; or
(b) Obtain from the secretary of the corporation, on written demand and tender of a reasonable charge, a list of names, addresses, and voting rights of members who are entitled to vote on the membership of the Board of Directors, the most recent record date for which that list has been compiled, or as of the date, after the date of demand, specified by the member. The demand shall state the purpose for which the list is requested. The secretary shall make this list available to the member on or before the later of ten days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled.
The corporation may, within ten (10) business days after receiving a demand under this Section, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to or a copy of the membership list. Any rejection of this offer must be in writing and must state the reasons the proposed alternative does not meet the proper purpose of the demand.
If the corporation reasonably believes that the information will be used for a purpose other than one reasonably related to a personıs interest as a member, or if it provides a reasonable alternative under this Section, it may deny the member access to the membership list.
Any inspection and copying under this Section may be made in person or by the memberıs agent or attorney. The right of inspection includes the right to copy and make extracts. This right of inspection extends to the records of any subsidiary of the corporation.
SECTION 6. ACCOUNTING RECORDS AND MINUTES. On written demand on the corporation, any member may inspect, copy, and make extracts of the accounting books and records and the minutes of the proceedings of the members, the Board of Directors, and committees of the Board of Directors at any reasonable time for a purpose reasonably related to the memberıs interest as a member. Any such inspection and copying may be made in person or by the memberıs agent or attorney. This right of inspection extends to the records of any subsidiary of the corporation.
SECTION 7. MAINTENANCE AND INSPECTION OF ARTICLES AND BYLAWS. This corporation shall keep at its principal California office the original or a copy of the articles of incorporation and bylaws, as amended to the current date, which shall be open to inspection by the members at all reasonable times during office hours. If the corporation has no business office in California, the secretary shall, on the written request of any member, furnish to that member a copy of the articles of incorporation and bylaws, as amended to the current date.
SECTION 8. DIRECTORSı RIGHT TO INSPECT. Every Director shall have the absolute right at any reasonable time to inspect the corporationıs books, records, documents of every kind, physical properties, and the records of each subsidiary. The inspection may be made in person or by Directorıs agent or attorney. The right of inspection includes the right to copy and make extracts of documents.
SECTION 9. ANNUAL REPORT. the Board of Directors shall cause an annual report to be sent to the members and Directors within one hundred twenty (120) days after the end of the corporationıs fiscal year. That report shall contain the following information, in appropriate detail:
(a) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year;
(b) The principal changes in assets and liabilities, including trust funds;
(c) The corporationıs revenue or receipts, both unrestricted and restricted to particular purposes;
(d) The corporationıs expenses or disbursements for both general and restricted purposes; and
(e) An independent accountantsı report or, if none, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the corporationıs books and records.
This requirement of an annual report shall not apply if the corporation receives less than $25,000 in gross receipts during the fiscal year, provided, however, that the information specified above for inclusion in an annual report must be furnished annually to all Directors and to any member who requests it in writing. If The Board of Directors approves, the corporation may send the report and any accompanying material sent pursuant to this section by electronic transmission.
SECTION 10. PRIVATE FOUNDATION RESTRICTIONS. This corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Internal Revenue Code section 4942, shall not engage in any act of self-dealing as defined in Internal Revenue Code section 4941(d), shall not retain any excess business holdings as defined in Internal Revenue Code section 4943(c), shall not make any investments in a manner as to subject it to tax under Internal Revenue Code section 4944, and shall not make any taxable expenditures as defined in Internal Revenue Code section 4945(d).
Amendments to these Bylaws
1. AMENDMENTS. After adoption, these Bylaws may be amended by the following
a. Any Member may submit a proposed Amendment for consideration to the Board of Directors. The Board shall make their recommendation to the Membership for consideration at the next General Membership meeting, except that there may be no consideration of an Amendment without a vote of at least 40% of the Board to consider.
b. A proposed amendment must be considered if it is recommended for consideration by a petition signed by at least 10% of the number of Members and received by the Board of Directors before the regular meeting preceding the General Membership Meeting at which the amendment is to be considered.
c. The proposed Amendment shall be adopted after approval by two-thirds of Members voting at a General Membership Meeting called with the published Amendment on the agenda, after two weeks notice, including printed or electronic distribution.
d. The Amendment shall be filed with the appropriate authorities as soon as is practicable after adoption.
CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting Secretary of Rescue Muni, Inc. a California nonprofit public benefit corporation; that these bylaws, consisting of _______(__) pages, are the bylaws of this corporation as adopted by the Board of Directors on this ___ day of ________, 2006; and that these bylaws have not been amended or modified since that date.
Executed on this ___ day of __________, 2006 at San Francisco, California.
Eric Carlson, Secretary