Bylaws update 11 16-2013 draft 3

Bylaws Update

Hewlett-PackardPalo Alto, CA

November 16, 2013

Special thanks to

Maddi SojournerSteve Kuhn

Objectives

• Better reflect the needs of the organization

• Promote and reward broader participation

• Allow member dues to be collected• Allow for regional & national

expansion• Ensure sustainable longer-term

operation• More clarity on operational

procedures• Fill in gaps and provide specifics • Ensure regulatory compliance

Overview

Old Bylaws New Bylaws

Articles 12 13

Pages 7 8

Words 1,853 2,539

Paragraphs 71 83

Lines 247 308

Characters 11,040 12,398

ARTICLE ONE – ORGANIZATION

3. The organization may, at its pleasure, change its name by a majority vote of the membership body.

4. The organization shall be established as a non-profit 501(c)(3) organization in accordance with Federal Internal Revenue Service and with State of California regulations.

5. The principal office and any other office(s) shall be located at such place(s) as the Board of Directors shall authorize.

ARTICLE TWO – PURPOSE

1. To provide a community for owners of the

Nissan LEAF, encourage knowledge sharing and experimentation and to help enhance overall ownership experience.

2. Promote widespread adoption of electric vehicles by education, public outreach and interaction with EV manufacturers, and To act as a source of unbiased information for the membership, other organizations and the public.


3. Participate in events to publicize and demonstrate the benefits of electric vehicles.To promote the use of and education about electric vehicles such as the Nissan LEAF by education, outreach and through the use of social media, websites, blogs, wikis, and other forms of communication designed to inform the public.


4. To promote and organize public events and exhibits for the purpose of informing the public on the progress of electric vehicle technology and help promote the Nissan LEAF.

5. To establish a positive relationship with Nissan, other manufacturers, related organizations, advisory committees, government agencies, and individual electric vehicle advocates to provide constructive feedback and foster unencumbered exchange of information.

ARTICLE THREE – MEMBERSHIP

1. Membership in this organization shall be

open to all who have an interest in electric vehicles, and membership is dues-free. While the primary focus is the Nissan LEAF, owners of all EVs are welcomed at gatherings, whether formal or social.of information.

3. An associate member shall be defined as a person who attends a SF BayLEAFs monthly meeting, participates online, registers on the


attendance sheet or online and provides a valid email address. Members can be Nissan LEAF drivers, potential Nissan LEAF drivers or prospects interested in the Nissan LEAF. The attendance sheet will include a statement with the option to opt out from becoming a member. Existing members will be free to revoke their membership in person or online. The membership list will be available to SF BayLEAF members upon request.


4. A member shall be defined as a personattends a SF BayLEAFs monthly meeting, registers on the attendance sheet and provides a valid email address, and is a Nissan LEAF driver, potential Nissan LEAF driver or interested in a Nissan LEAF.as defined in article three, paragraph 3 above who has also shown an additional level of participation by either donating an amount of $<work> dollars or by volunteering <work> hours.


5. All members shall be required to abide by the code of conduct.

ARTICLE FOUR - MEETING

1. The annual membership meeting of this

organization shall be held on the same day of the month of April each and every year as that of the regular meeting of the San Francisco Bay Area Nissan LEAF Owners Association. yearly, at a time and location determined by the board of directors.

2. Regular meetings of this organization will be held monthly throughout the year,


except when SF BayLEAFs participates in events with other organizations on the usual date of the regular meeting.

3. The presence of not less than four members will constitute a quorum and will be necessary to conduct the business of this organization; but At any meeting of the members those present plus those represented by proxy shall constitute a quorum if 5% or more of the members are represented.


The affirmative vote of a majority of those voting in person and proxy shall be the act of the members.

7. Any action, including election of directors, which may be taken at a meeting of members may be taken without a meeting by mailing to each member of record a ballot describing the proposed action with an opportunity for the member to specify approval or disapproval of the proposal(s).


A reasonable time limit for the return of the ballots shall be stated. Approval on a majority of the ballots received by the stated time shall be the act of the members if 5% or more of the members voted. If directors are to be elected by mailed ballot, without a meeting the number to be elected shall bestated and that number of candidates receiving the highest number of votes on ballots received by the stated time shall be considered elected.Written ballots are irrevocable.

ARTICLE FIVE - VOTING

1. At all meetings, except for the election of

officers and directors, all votes shall be viva voce, except that for election of officers ballots shall be provided and there shall not appear any place on such ballot any mark or marking that might tend to indicate the person who cast such ballot. Associate members shall not be entitled to vote on in any club election.

ARTICLE SIX – ORDER OF BUSINESS

• No change

ARTICLE SEVEN – BOARD OF DIRECTORS

1. The business of this organization shall be

managed by a Board of Directors consisting of five members who together with shall be the officers of this organization. If it is increased or decreased, the number of Directors shall be increased to an odd number.

2. The directors to be chosen for the ensuing year shall be chosen at the annual meeting of organization in the same manner and style as the officers of this organization and they shall serve for a term of two years,


with the terms arranged so only two or three expire in a single year. In an even number year, the term of two directors will expire, and in an odd number year, the term of three directors will expire. If the number of directors is increased to a larger odd number, the term of an even number of directors closest to half the total will expire in an even number year, and the term of the other directors will expirein an odd number year.


4. Three of the members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held regularly on a schedule that is set by the Board of Directors. If the size of the board is increased, then a quorum is equal to an odd number larger than half the number of directors.

6. A vacancy in on the Board of Directors shall be deemed to exist whenever there are fewer


directors than the authorized number. Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the year term of the leaving departing director.

7. The Board of Directors shall select from one of their number a Secretary and a Treasurer.


8. A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. A director may be represented by counsel at any removal hearing. The Board of Directors shall adopt such rules, as it may in its discretion consider necessary for the best interest of the organization, for this hearing.

9. The board shall set up standing rules for the conducting of business, at its discretion.

ARTICLE EIGHT – OFFICERS

1. Officers shall by virtue of their office be

members of the Board of Directors. The officers of the organization shall, at a minimum, be as follows:

President Treasurer SecretaryChief Technology Officer and Social Media Director

The board may create additional officer positions as deemed necessary and proper.


6. The Treasurer shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization, present it to the Membership at stated monthly meetings, and such report shall be physically affixed to the minutes of the Board of Directors of such meeting and shall exercise all duties incident to the office of the Treasurer.


The Chief Technology Officer (CTO) shall be responsible for maintaining contact with the electric vehicle community on technology-related topics by electronic communication using the internet and social media. The CTO will also be responsible for website for the San Francisco Bay Area Nissan LEAF Owners Association and the efforts of the Webmaster.

Officers shall by virtue of their office be members of the Board of Directors.

ARTICLE NINE – SALARIES

• No change

ARTICLE TEN – COMMITTEES

• No change

ARTICLE ELEVEN – DUES AND DONATIONS

1. Membership in the organization is dues

free. Dues for membership shall be set by the board of directors at its discretion. Financial donations will be accepted to support the activities of the organization to host meetings, special events and participate with other organizations at joint events.

ARTICLE TWELVE – AMENDMENTS

1. These bylaws may be altered, repealed or added to by an affirmative vote of not less than 12 a majority of members.

2. It is the intent of these bylaws to comply with all mandatory requirements of the California Nonprofit Corporation Law and the appropriate federal statutes. The Board of Directors will correct any noncompliance brought to its attention.

ARTICLE THIRTEEN – DOCUMENTS

1. Every director shall have the right to inspect

and copy all books, records and documents of the SF BayLEAFs and to inspect the physical of the SF BayLEAFs at any reasonable time. Each member shall have the same right of inspection for purposes reasonably related to the business of the SF BayLEAFs and in the interests of the membership, upon written request stating the purpose, to the Board of Directors.

ARTICLE THIRTEEN – DOCUMENTS

No director or member shall use any record, such as members' names and addresses, for any purpose not in the best interests of the corporation or any member.

2. The SF BayLEAFs will adopt and abide by a code of conduct Code of Ethics that is published as a separate document.

Thank you!

Bylaws update 11 16-2013 draft 3

Documents

Transcript of Bylaws update 11 16-2013 draft 3