Proposed Bylaws for
Rescue Muni – February 2007
BYLAWS
of
Rescue Muni, Inc.
A California Nonprofit Public Benefit Corporation
ARTICLE I
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.
ARTICLE II
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.
ARTICLE IV
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.
ARTICLE V
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.
ARTICLE VI
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.
ARTICLE VII
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.
ARTICLE VIII
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.
ARTICLE IX
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.
ARTICLE X
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. One of such quarterly meetings per year shall be designated as the annual meeting, at which directors shall be elected.