Bylaws

BYLAWS OF PLAN C SAN FRANCISCO

(Effective April 8, 2003)

ARTICLE I – NAME

Section 1. The name of this organization shall be PLAN C SAN FRANCISCO and is referred to herein as Plan C.

ARTICLE II – PURPOSE

Section 2. Plan C is a non-partisan public policy organization of concerned individuals that seeks:

(a) To research and analyze quality of life and urban planning issues in San Francisco;

(b) To advocate for responsible solutions to these issues; and

(c) To provide its Members with information on these issues and advise them on appropriate actions that they can take.

ARTICLE III – MEMBERSHIP

Membership

Section 3. Membership in Plan C is open to any individual who expresses an interest in joining Plan C, supports the purposes of Plan C and meets the membership requirements set forth below. Plan C shall have two types of Members: Voting and Nonvoting.

Section 4. Voting Member – Voting membership is available to any individual who is at least 18 years of age, and who pays the current year’s dues.

Section 5. Nonvoting Member – Nonvoting membership is available to any individual who does not meet the requirements for Voting membership. Nonvoting members shall be entitled to such privileges as are designated from time to time by the Board of Directors.

Section 6. Membership Year – Voting memberships shall be for a period of one year, and the Membership Year shall start on the first day of the month in which dues are received. To prevent any lapse in voting privileges, membership renewals must be paid within three months of the end of the Membership Year (i.e., Voting Members shall enjoy a three month “grace period� after the end of their Membership Year before their voting privileges are extinguished).

Section 7. Annual Dues – Minimum dues for Voting Members shall be $25 annually, subject to change by the Board of Directors; provided that any increase in annual minimum dues above $50 shall be subject to approval by a majority vote of the members at a Membership Meeting. In addition to such minimum dues amount, the Board may establish higher levels of dues, with the additional amounts deemed to be contributions to Plan C.

Section 8. Membership Privileges

(a) Voting – Only Voting Members may vote or be counted in quorums at Membership Meetings; provided that new Voting Members may not vote or be counted in quorums until 60 days after payment of dues. An individual who was a Voting Member within the past 12 months may, if still eligible to be a Voting Member, vote or be counted in quorums immediately after payment of dues.

(b) General – Only Voting Members may serve as a Director or Officer. Any Member may serve on a committee, speak at a Membership Meeting or participate in other Plan C activities. Each Member who shall have supplied Plan C with a valid email address shall be entitled to receive proper notice of Membership Meetings.

ARTICLE IV – BOARD OF DIRECTORS AND OFFICERS

Section 9. Except for those matters subject to approval at a Membership Meeting, all of the business and affairs of Plan C shall be managed and directed by a Board of Directors consisting of not less than 9 and not more than 15 Directors (including the Board Chair), as determined from time to time by vote of the Board. Plan C shall have the following Officers: Board Chair, Treasurer, Secretary, Program and Logistics Chair, and Membership Chair. The Board may also appoint a Vice-Chair, who may also serve in any of the other Officer roles. All Officers shall be elected by and serve at the pleasure of the Board of Directors; provided that the Board Chair shall be elected by the Voting Members and may be removed by the Board of Directors only by a 75% vote as specified in these Bylaws. Officers must be members of the Board of Directors.

Section 10. Board Chair – The Board Chair shall provide general direction to Plan C, preside at all Membership Meetings and meetings of the Board, appoint committee chairs and committee members (except as otherwise provided for herein), represent Plan C to the public and others, and implement the decisions of the Board. The Board Chair shall be an ex officio member of all committees, except the Nominating Committee, and shall chair the Endorsements Committee.

Section 11. Vice Chair – If a Vice Chair is appointed by the Board, the Vice Chair shall assume and perform the duties of the Board Chair in the absence of the Board Chair or whenever the office of the Board Chair is vacant. The Vice Chair shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

Section 12. Treasurer – The Treasurer shall maintain adequate and correct books and records of accounts of the properties and business transactions of Plan C and shall deposit all funds in the name of Plan C with such banks as may be designated by the Board of Directors. He or she shall disburse the funds of Plan C as authorized by the Board of Directors; shall render to the Board Chair and Board of Directors, whenever they request it, an account of all his or her transactions as Treasurer and of the financial condition of Plan C; and shall have such other powers and perform such other duties as may from time to time be prescribed by the Board of Directors or the Bylaws.

Section 13. Secretary – The Secretary shall record and maintain minutes of all Membership Meetings and meetings of the Board of Directors, give notice of such meetings as required by the Bylaws or otherwise, issue correspondence as requested by the Board Chair or Board of Directors, maintain the minutes of Plan C, and supervise the preparation and tabulation of all election and endorsement ballots.

Section 14. Membership Chair – The Membership Chair shall be responsible for membership development, chair the Membership Committee, and shall ensure that Plan C maintains an accurate, complete, and up-to-date membership roster indicating, for each member, his or her name, membership type, contact information, and dues payment date and amount.

Section 15. Program and Logistics Chair – The Program and Logistics Chair shall be responsible for preparations for the Membership Meetings and other events of Plan C, including arranging event locations and logistics, audio and visual aids and other presenter requirements. The Program and Logistics Chair shall also, in collaboration with the Chair and other members of the Board of Directors, assist in the planning of programs for Membership Meetings and other Plan C events.

Section 16. Meetings – Regular meetings of the Board of Directors shall be held at such times and places as may be fixed from time to time by vote of the Board. No notice is required for regular meetings. The Board Chair or any two Directors may call special meetings of the Board of Directors. Special meetings may be held upon 48 hours notice delivered personally or by telephone, facsimile or email to all Board members. A quorum at all meetings shall consist of a majority of all Board members present in person or by conference telephone. Proxy or absentee voting shall not be permitted. At the Board Chair’s discretion non-members of the Board may attend Board meetings.

Section 17. Compensation – Directors and Officers shall serve without compensation, but may receive reimbursement for reasonable expenses incurred in the performance of their duties in accordance with policies and procedures established in advance by the Board of Directors.

Section 18. Qualifications – To qualify for election as an Officer or Director, an individual must have been, at the time of his or her election, a Voting Member of Plan C for the immediately preceding 90 days. In addition, to qualify for election as Board Chair, an individual must be a Voting Member and must have served, at the time of his or her election, as a Director of Plan C for a period of at least 12 months.

Section 19. Nominations – On or before March 1 in each year, the Board Chair shall appoint the Nominating Committee in accordance with these Bylaws. The Nominating Committee shall solicit nominations for the Board of Directors (including Board Chair) of Plan C, and shall consider the application of each Member who submits his or her application in a timely manner and may consider other Members recommended to the Committee by third parties. The Nominating Committee will select a slate of qualified nominees for Directors and Board Chair and give written notice of these nominees to all Members no later than April 15 in each year. Any qualified Member may nominate herself or himself for election as a Director or Board Chair by submitting a written petition to the Board Chair or the Secretary no later than April 30 in any year.

Section 20. Elections – Elections of Directors and of the Board Chair shall take place annually at the first Regular Membership Meeting after May 10 in each year. Prior to balloting, each nominee shall be given the opportunity to make brief remarks to the meeting.

(a) Voting Members shall elect Directors and the Board Chair by written ballot. Each Voting Member may vote for a number of Directors equal to the number of Directors being elected. The nominees for Director receiving the highest number of votes (up to the number of Directors to be elected) shall be deemed elected. The nominee for Board Chair receiving the highest number of votes shall be deemed elected; provided that to be elected Board Chair a nominee must receive a majority of the votes cast. If no candidate for Board Chair receives a majority, a runoff shall be held immediately between the two candidates receiving the highest number of votes. No absentee, proxy or cumulative voting shall be permitted.

(b) The newly-elected Board Chair and Directors shall take office immediately upon the conclusion of the Membership Meeting at which the elections take place. Each Director and the Board Chair shall serve for a term of one year or until his or her earlier resignation or removal.

(c) At the first meeting of the newly-elected Board of Directors in each year, the Board shall elect the Officers of Plan C (other than the Board Chair). To be elected, an Officer nominee must receive a majority of votes cast at a Board meeting at which a quorum is present.

Section 21. Removal – Any Director may be removed from office at any time by a vote of a majority of the entire Board of Directors then in office for failure to attend three consecutive Board meetings. Any Director may be removed from office at any time for any reason (with or without cause) by a vote of three-fourths of the entire Board of Directors then in office, or by a two-thirds vote at a Membership Meeting. Officers of Plan C shall serve at the pleasure of the Board, and may be removed from office, prior to the expiration of their terms, at any time by the vote of a majority of the entire Board of Directors then in office; provided that the Board Chair may be removed from office only by a vote of three-fourths of the entire Board of Directors then in office, or by a two-thirds vote at a Membership Meeting. No vote to remove a Director or the Board Chair may take place unless the individual whose removal is sought has been given at least seven days advance written notice of intent to seek removal.

Section 22. Vacancies – Any vacancy in the position of an Officer or Director, whether caused by death, resignation or removal, shall be filled by majority vote of the remaining Board of Directors with a Member who meets the qualifications specified in these Bylaws and who shall serve for the remainder of the term; provided that if all of the Directors shall have been removed by the Members, then the Members shall be entitled to fill the vacancies created thereby.

ARTICLE V – COMMITTEES

Section 23. Nominating Committee – Shall be responsible for evaluating and recommending candidates for election as Directors and Board Chair of Plan C. The Nominating Committee shall consist of at least three Directors.

Section 24. Endorsement Committee – Shall be responsible for evaluating candidates for local office, ballot issues to be voted upon in San Francisco, and proposals before local governmental bodies. The committee shall be chaired by the Board Chair.

Section 25. Membership Committee – Shall be responsible for membership development, maintenance of the membership roster, and membership surveys. The committee shall be chaired by the Membership Chair.

Section 26. Finance Committee – Shall be responsible for proposing financial policies and procedures, fundraising activities, and auditing the Treasurer’s books and accounts. The Finance Committee shall include the Treasurer, who shall not chair the committee.

Section 27. Other Committees – May be established from time to time, as authorized by the Board of Directors, and shall have such responsibilities as designated by the Board.

Section 28. General Provisions – Each committee shall include at least two Directors and may include one or more Members who are not Directors. Committee meetings may be called by the committee chair, by majority vote of the committee or by the Board Chair. Committee meetings may be held upon 48 hours notice delivered personally or by telephone, facsimile or email to all committee members.

ARTICLE VI – MEMBERSHIP MEETINGS

Section 29. Meeting Time and Place – Regular Membership Meetings shall be held every other month, as determined by the Board. Special Membership Meetings may be called by the Board, by the Board Chair or by the written request of at least ten percent (10%) of the Voting Members; provided that if a meeting is called by written request of the Voting Members, then the request shall specify the topic(s) to be considered. The person or group calling the Membership Meeting shall designate the date, time and place of the meeting. All meetings shall be held in San Francisco.

(a) Notice – Notice of all Membership Meetings shall be given in writing to all Members, indicating the date, time, and place of the meeting, and shall include a general description of items to be voted upon (if any). Notice may be given personally or by first-class mail or email and shall be given at least ten days in advance of the meeting.

Section 30. Quorum – A quorum at a Membership Meeting shall consist of the lesser of (i) 50 Voting Members and (ii) 10% of the Voting Members. If a quorum is present, the affirmative vote of a majority of the Voting Members present shall be sufficient for passage of any measure, unless the vote of a greater number is required by these Bylaws. The Voting Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the with­drawal of enough Voting Members to leave less than a quorum, if any action is approved by at least a majority of the number of Voting Members constituting a quorum.

Section 31. Agenda – The agenda for each Membership Meeting shall be set by the Board Chair; provided that in the event of a meeting called by written request of ten percent of the Voting Members, no matter shall be considered except the topic(s) specified in the written request.

Section 32. No Absentee or Proxy Voting – Only Voting Members may vote on matters put to a vote at a Membership Meeting. There shall be no absentee or proxy voting at Membership Meetings.

ARTICLE VII – ENDORSEMENTS

Section 33. Eligibility – Election endorsements may be made for any candidates or ballot initiatives that appear on an election ballot in San Francisco; provided that no endorsement may be made for any candidate for state or federal office other than state legislative offices. Plan C may also make endorsements with respect to proposals that are under consideration by a local governmental body in San Francisco.

Section 34. Board Approval – Endorsements shall be made by a majority of Directors at a meeting at which a quorum is present; provided that endorsements for matters on an election ballot shall be subject to Member Ratification as provided by these Bylaws. The Board may, in its discretion, request that the Endorsement Committee make a recommendation to the Board with respect to any endorsement decision, but the Board shall not be required to do so.

Section 35. Endorsement Committee – If requested by the Board, the Endorsement Committee shall review endorsement motions referred to it and make recommendations to the Board with respect thereto.

Section 36. Member Ratification of Election Endorsements – Endorsements with respect to candidates and ballot initiatives that appear on an election ballot in San Francisco shall be submitted to the Voting Members for approval by written ballot at a Membership Meeting. Each endorsement shall be voted on separately; provided that Voting Members may be given the alternative of approving all recommendations of the Board. In order to be considered a valid endorsement by Plan C, an endorsement motion must be approved by 60% of Voting Members present and voting. The Board shall also have the right (but not the obligation) from time to time to seek Voting Member approval or ratification of other actions of Plan C.

ARTICLE VIII – ADOPTION AND AMENDMENT

Section 37. Adoption – These Bylaws shall be adopted if approved by a majority vote at a Board of Directors meeting held in accordance with these Bylaws. The Officers and Directors serving at the time of such adoption shall continue to serve until their successors are duly elected in accordance with the provisions of these Bylaws.

Section 38. Amendment – These Bylaws may be amended only by action of a two-thirds majority of the entire Board of Directors of Plan C at a Board Meeting held in accordance with these Bylaws; provided that at least seven days advance written notice of a vote on any proposed amendment has been given to all Board members; and further provided that any amendment or repeal of Section 19 (Nominations), Section 20 (Elections) or Section 36 (Member Ratification of Election Endorsements) must also be approved by a majority of Voting Members present at a Membership Meeting at which a quorum is present.