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ARTICLE 1 NAME The name of this organization shall be Russian Hill Neighbors, a non-profit organization incorporated in the State of California. ARTICLE 2 The boundaries of Russian Hill Neighbors shall be as follows:
ARTICLE 3 Russian Hill Neighbors (RHN) is a voice for residents and merchants to preserve and advance neighborhood character and quality of life through collaboration, volunteerism, and celebration of community. Russian Hill Neighbors exists for the following purposes:
ARTICLE 4 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 Merchant membership. This membership is open to businesses having an interest in the defined organization. 4.4 Establishment of dues. Dues shall be established by the Board of Directors. 4.5 Cancellation. Members who fail to pay their dues within two months after they are due may be notified and dropped from the roster and thereupon forfeit all rights and privileges of membership. ARTICLE 5 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. Notice of Regular General Membership Meetings shall be sent 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. ARTICLE 6 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 Standing Committee Chairs. Ad Hoc Committee Chairs shall serve as ex-officio Board Members. 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, Directors and Committee Chairs 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 successive fiscal years with four Directors elected on each alternate year. Directors serve until their successors are elected. Neither the President, nor 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. (c) Committee Chairs. The term of office for committee chairs shall be two successive fiscal years. They are appointed by the President with ratification by a majority of the Board of Directors. Committee Chairs may serve beyond the second successive year on an interim basis until a successor can be found. At the discretion of the Board, a former Board member or Committee Chair may be nominated to return to the same position or a different one after an interval of at least one year. 6.8
Vacancies or removal. The President shall fill all vacancies on the
Board by
appointment, subject to the approval of a majority of the Board at a
regular
Board meeting. Three consecutive
unexcused absences from regular Board meetings shall constitute a
vacancy. 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 sent to all Board members,
including
Officers, Directors and Committee Chairs. Special meetings of the Board
may be
called upon three days' written notice to all Board members. 6.11 Compensation. Board members shall not receive any compensation for their services as a Board member. ARTICLE 7 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 of 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; and compile a written statement of the financial position of the organization to be presented to the General Membership no later than the Spring Annual Meeting. Said written statement shall be appended to the minutes of that Meeting. ARTICLE 8 8.1 The Executive Committee shall consist of the five Officers and two Board members elected by the Board and may transact business and review issues which may arise between Board meetings. The actions taken by the Executive Committee shall be reported and ratified if needed 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. ARTICLE 9 9.1 Standing committees. Standing committees shall be Membership, Communications/Marketing, History, Social, Traffic and Transportation, Design, Zoning and Land Use, Families with Children, 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 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 The Communications/Marketing Committee. The committee shall provide strategic direction for and development and execution of communications and marketing strategies which support initiatives central to Russian Hill Neighbors’ mission and purpose. The committee shall actively promote the organization to prospective members and, when appropriate, throughout the city at large, and shall support communications and marketing needs of its various committees. Responsibilities of the Communications/Marketing Committee include, but are not limited to, monthly newsletters e-mailed to RHN members, twice annual newsletters published and sent to all RHN members, update and maintenance of the RHN web site, and other means of communications and marketing deemed appropriate by the Board. 9.8 History Committee. The Chair shall be responsible for keeping and maintaining the organization’s history files. The Committee 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. The Committee shall also explore and make recommendations to the Board regarding special events and activities designed to promote an appreciation of Russian Hill history. 9.9 Social Committee. The Chair shall be responsible for organizing at least two social events each year, which are to include the annual spring and fall dinners, as well as 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 to 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, Zoning and Land Use 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 which the chair shall also coordinate; 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. 19.15 The Families with Children Committee. The Chair shall promote the development of family sensitive services for Russian Hill residents, work with City agencies and officials to ensure their quality and existence, and work to publicize those services. As deemed appropriate, the Committee may also organize events for families living on Russian Hill. 19.16 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 adhere to Board policies when voting on issues before such organization. ARTICLE 10 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 an advisory role. The role and participation of the Advisors shall be evaluated by the Board of Directors annually. An Advisor shall be Chair of the Financial Review Committee. ARTICLE 11 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. ARTICLE 12 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 January 1 to December 31. 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, financial policies and procedures 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. 12.6 Annual financial reports are made available to members of the public upon request. ARTICLE 13 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 orientation, 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. ARTICLE 14 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 wording of said letter or testimony. All electronic correspondence shall adhere to the guidelines stated in the current version of the “Russian Hill Neighbors’ Policy Statement on Electronic Correspondence” which was originally adopted by the Board of Directors in October 2009. 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. 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. ARTICLE 15 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 sent 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.
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