Bylaws of Russian Hill Neighbors

The name of this organization shall be Russian Hill Neighbors, a non-profit organization incorporated in the State of California.

The boundaries of Russian Hill Neighbors shall be as follows:

• The south side of North Point from the east side of Van Ness Avenue to the east side of Columbus Avenue;
• Southeast on Columbus Avenue to the west side of Mason Street;
• South on Mason Street to the south side of Pacific Avenue:
• West on Pacific Avenue to the east side of Van Ness Avenue;
• North on Van Ness Avenue to the south side of North Point Street.

Russian Hill Neighbors exists for the following purposes:

• To encourage friendly association among residents of Russian Hill.
• To beautify and improve Russian Hill.
• To protect the basic character and quality of life on Russian Hill.
• To preserve and perpetuate Russian Hill's historical traditions as a unique part of San Francisco's history.
• To ensure Russian Hill's constructive participation in the development of the City.
• To inform Russian Hill residents and property owners of proposed changes to the neighborhood and other community issues which may arise, and to act as a representative of the neighborhood on such issues.
• To promote safety and security on Russian Hill.

4.1     Regular membership. This membership is open to owners of real property and legal residents within the defined area of the organization. Membership shall commence upon receipt of dues.
4.2     Associate membership. This membership is open to persons who neither reside nor own property within the defined area of the organizations. Membership shall commence upon receipt of dues. Associate members shall be entitled to the privileges of membership except that they shall not hold an elective office or committee Chair. These restrictions may be waived on an individual basis at a meeting by a majority of present and voting members of the Russian Hill Neighbors Board of Directors (hereinafter referred to as the "Board" or "Board of Directors"). A two-thirds majority of present and voting members shall also have the right to rescind this waiver.
4.3     Establishment of dues. Dues shall be established by the Board of Directors and placed on the agenda of the next General Membership meeting for ratification by the General Membership.
4.4     Cancellation. Members who fail to pay their dues within two months after they are due shall be notified and dropped from the roster and thereupon forfeit all rights and privileges of membership.

5.1     Regular General Membership Meetings. There shall be at least two General Membership Meetings Annually: in the spring and in the fall. The spring meeting shall be designated as the Annual Meeting at which time elections shall take place.
5.2     Quorum. A quorum shall be 25 members.
5.3     A voting member is any member in good standing who is at least 18 years of age and present when an issue requiring a vote is brought before the General Meeting.
5.4     Notice. Written notice of Regular General Membership Meetings, including the agenda for the meeting, shall be mailed to all members at least six days before the meeting.
5.5     Special General Membership Meetings. Special General Membership Meetings may be called by the Board of Directors, or on written request of twenty-five regular members to the President or Secretary who must call said meeting within 30 days of receiving such written request.
5.6     Majority. As used in these Bylaws, a majority is defined as a simple majority unless stated otherwise.
5.7     Rules of order. Russian Hill Neighbors' meetings and procedures shall be regulated and controlled according to Roberts Rules of Order (Revised) for parliamentary procedure, except as otherwise provided by these bylaws.

6.1     Authority and responsibility. The Board of Directors shall be authorized to actively pursue the purpose of the organization, to transact all necessary business, set or change policy within the limits of these Bylaws, and make necessary expenditures between Regular Meetings of the General Membership. All such actions shall be set forth in the minutes of the Board and a summary of such actions shall be reported to the General Membership.
6.2     Composition. The Board of Directors shall consist of the following: five members elected as officers, the Past President, eight members elected as directors, and Ad Hoc and Standing Committee Chairs. The Board shall be representative, insofar as is possible, of the make-up of the Russian Hill Neighbors' membership. As an example, the Board shall include a reasonable balance between property owners (including resident members of a property owner's immediate family) and resident tenants. No more than one member of a family at a time shall serve as a member of the Board.
6.3     Officers. Officers of the organization shall be President, two Vice Presidents, Secretary and Treasurer. A Director may serve as a Pro Tem Officer.
6.4     Qualifications for office. Officers and Directors shall be residents of the defined area of the organization and regular members in good standing of the organization.
6.5     Nominations. Officers and Directors are nominated by the Nominating Committee consisting of the immediate Past President who Chairs the Committee, and four members in good standing who are elected by the Board, only one of whom may be a member of the Board.
6.6     Election of Board members. In case of contest, election shall take place by secret ballot. A majority of members present and in good standing shall elect.
6.7     Terms of office.(a) Officers. The term of office for the officers shall be one fiscal year. Officers serve until their successors are elected.
      (b) Directors. The term of office for Directors shall be two fiscal years with four Directors elected on each alternate year. Directors serve until their successors are elected.
      Neither the President, not either of the two Vice Presidents, shall serve for more than two successive years in each respective office, except the President may serve beyond the second successive year on an interim basis until a successor can be found, not to exceed one year.
6.8     Vacancies or removal. The President shall fill all vacancies on the Board by appointment, subject to he approval of a majority of the Board at a regular Board meeting.
      Three consecutive unexcused absences from regular Board meeting shall constitute a vacancy.
      In the case of temporary absence, incapacity, resignation, or removal of the President, the Board will elect a President Pro Tem from the two Vice Presidents. In case of temporary absence, inability, resignation, or removal of both the President and the two Vice Presidents, a President ProTem shall be elected from among the Board members. In case of temporary absence or incapacity of an Officer, the President shall, subject to approval of a majority of the Board, appoint one of the Directors for the duration of such absence.
      The Board may remove, by two-thirds vote, any Board member from office for cause.
6.9     Quorum of the Board. A quorum of the Board shall consist of nine Board members.
6.10     Meetings of the Board. Regular meetings of the Board shall be held monthly. Written notice of such meetings shall be mailed to all Board members and Committee Chairs. Special meetings of the Board may be called upon three days' written notice to all Board members.
      The minutes of such meetings and appended reports shall be available at reasonable times for inspection by any member. Any Regular Meeting of the Board and Committees (except the Nominating Committee) shall be open, at reasonable times, for presentation of views of any member on any subject under consideration by such meeting.
6.11     Compensation. Board members shall not receive any compensation for their services as a Board member.

7.1     President. The President shall be the chief executive officer of the organization; preside at Annual, Regular, and Special Meetings of the General Membership and the Board of Directors; establish Ad Hoc Committees as needed; appoint Committee Chairs, Co-Chairs and Vice-Chairs, and be the ex officio member of all committees (according to these Bylaws); represent the organization at meetings of other organizations and at publish affairs; sign all correspondence or designate a member do so; call meetings and enforce all rules and regulations of the organization; and perform other duties necessary to the office or as prescribed by the Board. The President shall arrange for circulation of current correspondence at regular Board meetings.
7.2     Vice Presidents. The Vice Presidents shall perform the duties of the President in the absence or incapacity of that officer; serve as parliamentarians; and assist the President in any other duties as may be assigned by the President or by the Board of Directors.
7.3     Secretary. The Secretary shall keep an accurate record of all meetings of the General Membership and Board o Directors; keep a record of attendance at Board meetings, recording the names of those Board members present, absent (notified) or absent (not notified); be prepared to refer to the minutes of any previous meeting of the organization; prepare and mail a copy of the minutes and agenda for the Board members seven days prior to the next scheduled Board meeting of General Membership meeting; prepare a summary of actions taken by the Board or the General Membership at its previous meeting, to be reported to the General Membership at, or prior to, its next regular meeting; and shall keep the corporate seal and affix it to all appropriate documents
7.4     Treasurer. The Treasurer shall be the Chief Financial Officer of the organization; be the final recipient of all monies, keep an accurate account thereof, and deposit them in the name of the organization in the bank(s) selected by the Board; pay all bills by check when duly authorized by the Board; submit a written report to the Board on a regular basis; compile a written statement of the financial position of the organization to be presented to the General Membership no later that the fall General Membership Meeting. Said written statement shall be appended to the minutes of that Meeting.

 8.1     The Executive Committee shall consist of the five Officers and two Board members elected by the Board, for the sole purpose of transacting emergency business which may arise between Board meetings. The actions taken by the Executive Committee shall be reported at the next regular Board meeting or General Membership meeting (whichever occurs first) and shall be included in the minutes. The Executive Committee shall not alter policies of the organization.

 9.1     Standing committees. Standing committees shall be Membership, Newsletter, History, Social, Traffic and Transportation, Design and Zoning, Safety, Community A.W.A.R.E, Neighborhood Improvement, and Representative for city-wide neighborhood association organization(s) when appropriate.
9.2     Ad Hoc Committees. Ad Hoc Committees or Board representatives shall be established and/or appointed by the President, subject to approval by the Board to carry out special projects. Ad Hoc Committee Chairs shall serve as ex officio members of the Board. The special projects, e.g., Block Party, shall be carried out within one year unless extended by vote of the board.
9.3     Duties. The duties of Standing and Ad Hoc Committees shall be defined by the Board of Directors. On request of the President or Board, Chairs shall make, or submit, periodic reports to the Board and General Membership to be included in, or appended to the minutes.
9.4     Committee Chairs. Committee Chairs of Standing and Ad Hoc Committees shall be appointed by the President, subject to approval by the Board, and shall serve at the pleasure of the Board. Co-Chairs and Vice Chairs shall be appointed by the President, subject to approval by the Board. Directors may chair Standing or Ad Hoc Committees.
9.5     Meetings. Committee meetings shall be held as needed on the call of the Chair
9.6     Membership Chair. The Chair shall be responsible for membership development and retention for the organization; receive all membership dues and applications, confirm eligibility, record the dates they are received, keep an accurate account thereof, and remit the dues to the Treasurer; keep and maintain the record of members and maintain the membership mailing list; notify each member when dues are payable by mailing such notice each January. The Chair shall notify delinquent members and remove their names from the roster; and act as the coordinator between Board members and the mailing service when the organization is using a mailing service.
9.7     Newsletter Committee. The Editor shall chair the committee that shall publish and mail regular editions of the newsletter twice a year, three weeks prior to each Regular General Membership Meeting, and special editions as authorized by the Board; edit all material to appear in the newsletter for accuracy and consistency with existing policy; have final decision as to the content, format, and design of the newsletter except that final authority for the newsletter policy shall be the Board'’; and shall cause the newsletter to be distributed to all members and to such other persons as may be authorized by the Board.
9.8     History Committee. The Chair shall be responsible for keeping and maintaining the organization’s history files.The Committee also shall compile a history of the defined areas of Russian Hill Neighbors, gathering such appropriate books, articles, documents, and artifacts with Board approval for any costs incurred.
9.9     Social Committee. The Chair shall be responsible for organizing at least two social events each year, which are the annual spring and fall dinners; and the spring and fall Regular General Membership meetings.The Chair shall also work closely with the Membership Chair in organizing the Regular General Membership Meetings. The Committee shall develop other activities which will encourage membership participation.
9.10     Traffic and Transportation Committee. The Chair shall be responsible for monitoring City Hall committee meetings that pertain to traffic and transportation matters that affect Russian Hill and its residents, e.g., addressing the concerns of the neighborhood at such meetings; monitoring and reporting to the Board and its membership actions relating to public transportation services, traffic congestion, parking, cable car noise, street grading, maintenance of bus shelters, and street closures.
9.11     Design and Zoning Committee. The Chair shall promote excellence in the design of the built environment; encourage preservation and restoration of historically and esthetically significant structures; facilitate understanding of the effects of the planning and building codes on the built environment for both the membership and the Board; and lobby city and other governmental agencies and commissions consistent with these purposes on design and zoning issues.
9.12     Safety Committee. The chair shall promote the safety of the neighborhood and its residents by acting as a liaison with the City’s Police Department (specifically the Central and Northern Districts) and Fire Department.
9.13     Community AWARE Committee. The Chair shall promote the organizing of the blocks within Russian Hill Neighbors' territory; encourage Russian Hill residents to participate in emergency preparedness training and shall coordinate such programs; and work with the Safety Committee to develop an overall Disaster Plan for the Russian Hill area.
9.14     Neighborhood Improvement Committee. The Chair shall promote improvement of the physical environment of the neighborhood.The Chair shall serve as liaison with City and other government agencies and commissions, foster a neighborhood spirit to improve the quality of life for people who reside and work on Russian Hill, and monitor the maintenance and improvement of the City’s infrastructure.
9.15     Board Representative to City-Wide Neighborhood Association Organization. The Board Representative shall attend the scheduled meetings of such organization(s) and report regularly to the Board; inform the Board or Executive Committee in a timely fashion of pertinent and relevant issues; and shall adhere to Board policies when voting on issues before such organization.

10.1     Purpose. The Advisory Committee shall be established to assist and advise the Board as necessary.
10.2     Composition. The advisory Committee shall be composed of not more than fifteen former Officers, Directors, or Standing Committee Chairs who are regular members of the organization. The members of the Advisory Committee shall be appointed by the Board. The President shall appoint an advisory committee chair to coordinate the activities of the committee.
10.3     Responsibilities. Each Advisor shall attend at least two Board meetings a year, in a non-voting capacity, in order to retain advisory role. An Advisor shall be Chair of the Financial Review Committee.

11.1     Spokespersons. Any spokesperson shall be authorized by the President to represent Russian Hill Neighbors at any event. All spokespersons shall adhere to existing policy of the organization and shall provide a report of their actions (including copies of deliveries) to the next regular Board meeting. Such reports shall be included in, or appended to, the minutes.

12.1     Authority. The Board shall have authority over the receipts, expenditures, and assets of the organization.
12.2     Fiscal year. The fiscal year of Russian Hill Neighbors shall be May 1 to April 30.
12.3     Budget. The Board shall appoint a Finance Committee, chaired by the Treasurer, to prepare an operating budget for the Fiscal Year covering all activities of the organization. The budget shall be submitted to the Board for approval with the agenda for the April Board meeting.
12.4     Financial Review Committee. A Financial Review Committee appointed by the Chair of the Advisory Committee, consisting of qualified persons other than the Officers and Directors of the Board, will review the financial records of the organization at the end of each Fiscal Year and issue a report to the Board.
12.5     The financial records of the organization shall be available for inspection at reasonable times upon written request by members in good standing.

13.1    Nondiscrimination. Russian Hill Neighbors shall not discriminate or deny membership or membership privileges on the basis of race, creed, religion, disability, sex, sexual preference, marital status, age, color, or national origin.
13.2    Harassment. All forms of harassment which create an offensive working environment are forbidden, including, but not limited to, insulting, intimidating or discourteous conduct, as well as derogatory jokes or comments relating to race, color, religion, sex, age, disability, national origin or sexual orientation.

14.1     Conflict of Interest. All Board members, as defined in the Bylaws, and Advisors, shall disclose to the Board any personal or financial interests that they or members of their family may have in any matters in which they participate as a Board member or Advisor. No Board member or Advisor who has such conflicts shall represent Russian Hill Neighbors with regard to those matters without the authorization of the Board. Failure to make any such disclosure shall constitute cause for removal from the Board.
14.2     Correspondence. All correspondence representing the organization’s point of view shall reflect the Board’s instructions. Committee Chairs shall draft letters and receive approval and signature of the President. If time is critical, a verbal approval by the President shall suffice. If the President is unavailable, one of the Vice Presidents or member of the Executive Committee shall approve said correspondence. Routine thank-you notes, etc. shall be handled by Committee Chairs.

In the event the organization is called upon to express an opinion before the subject has been brought to the Board as a whole, the Executive Committee (at least three members) shall approve the working of said letter or testimony.
14.3     Visitor’s attendance at Board Meetings. In general, matters brought to the Board’s attention should be referred to the appropriate committee. If the Committee Chair deems it appropriate for a visitor to address the Board, the Chair shall notify the President and request that said visitor be added to the agenda at least one week prior to the meeting. If possible, the Committee Chair shall be attached to the agenda. The Chair shall explain to the visitor the time limit and content for the presentation. Visiting speakers shall usually be placed early in the agenda.

15.1     Amendments. These Bylaws may be amended by a two-thirds vote by ballot of those members in good standing present at any regular meeting of the General Membership, provided written notice of such meeting is mailed to all members at least six days prior to the meeting. Copies of the proposed amendments and existing Bylaws shall be available at the Annual Meeting or by request by members in good standing. Amendments shall take effect upon adoption, except those amendments that establish a new office, or abolish an office filled by election at the previous Annual Meeting, or portions of such amendments relevant to such office. Such amendments, or relevant portions thereof, shall not take effect until the election to be held at the Annual Meeting.
15.2     The Bylaws shall be reviewed at least bi-annually.
       
      Last Updated:Mason/Columbus. Ratified at November, 2000 General meeting 2/4/2001 (expand east boundary to Mason, north boundary to North Point. 
    Ratified at 2005 Annual Meeting 4/21/05: Current fiscal year: Jan. 1 – Dec. 31. Meetings of the Board: Monthly except January & July. Renamed Article 13 to Nondiscrimination and Harassment and added Article 13.2: Harassment.