A Special Meeting will be held on Tuesday, October 18, 2016 at the League offices located at 582 Market Street, 10th Floor Conference Room, San Francisco, CA 94104, from 6:00 pm to 6:30 pm for the reasons indicated below.
Due to insufficient notice of the annual meeting called in June 2016, our bylaws require a special meeting of the membership to reaffirm the following motions and proposed language to our bylaws.
The procedure for amending the League’s bylaws is set forth in Article XIV of the Bylaws. To pass, the proposed amendments must receive a two-thirds (2/3) vote of the delegates present and voting at the meeting. There are no similar procedures governing the amendment of our League’s Articles of Incorporation, but the Board of Directors has concluded that generally the same procedure should be followed for both types of amendments.
To facilitate your deliberation, the proposed amendments are set forth below along with the recommendations of the Board of Directors for action on these amendments. Language to be deleted is indicated by a strikethrough effect, and new language is indicated by underlining.
2016 Annual Meeting Action Item: 501c3 status
The Board approved the following resolution in May 2016 and recommended that it be presented to our members at the June 2016 annual meeting for approval. Membership unanimously adopted the following:
Resolved, That the League of Women Voters of San Francisco affirm its 2013 decision (a) to consolidate the assets and operations of the League and the Education Fund, (b) to continue as a single entity tax exempt under Sec. 501 (c)(3), (c) to dissolve the League and (d) change the name of the Education Fund to the League of Women Voters of San Francisco.
Consolidating the organization into a 501c3 entity requires a complete revision of our bylaws. Working drafts of the proposed bylaws will be made available at the Special Meeting and posted on our website for your review. If a member would like to request an electronic copy of the bylaw amendments pertaining to the tax consolidation, please contact the office via email at firstname.lastname@example.org.
2015 Annual Meeting Action Item: Email notice of meetings
A floor motion was made at the June 2015 annual meeting for the following resolution. Membership voted unanimously to adopt the bylaw change to allow for email notice of the meetings. No specific bylaw amendments were incorporated into the floor resolution presented to membership. For this reason, we ask that our members consider the following resolution:
Resolved, That the League of Women Voters of San Francisco affirm its June 2015 decision to amend Section 6 of the bylaws encompassing notice of meetings to include email notice, unless a member has requested notice by mail, and/or there is no email on file.
SECTION 6. Notice of Annual or Special Meeting. Written notice of each Annual or Special Meeting of League Members shall be given not less than fourteen (14) days for the Annual Meeting and thirty-five (35) days for Special Meeting and not more than ninety (90) days before the date of the Meeting to each League Member entitled to notice. Notice will be sent electronically unless the member requests notice by mail, or there is no email on file. If notice is given by mail, and the notice is not mailed first-class; registered, or certified mail, the notice shall be given not less than twenty (20) days before the Annual Meeting and not less than forty-five (45) days before a Special Meeting. Such notice shall state the place, date and hour of the Meeting and (a) in the case of a Special Meeting, the general nature of the business to be transacted, and no other business may be transacted, or (b) in the case of the Annual Meeting those matters which the Board, at the time of the mailing of the notice, intends to present for action by the members, but subject to the provisions of applicable law, any proper matter may be presented at the meeting for such action. The notice shall also include the names of all those who are nominees at the time the notice is sent.
2014 Annual Meeting Action Item: Email voting
The Board approved the following resolution to allow unanimous decisions to be made by the Board via email in accordance with California laws on non-profits. The motion was presented to the members at the June 2014 annual meeting for approval. Membership unanimously adopted the following:
Resolved, that Article IV Section 10 be amended as follows:
SECTION 10: Participation in Meetings by Conference Telephone. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, as long as all members participating in such meeting can hear one another.
Action By Written Consent Without A Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board of Directors individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as a unanimous vote of such directors. For these purposes only, “all members of the Board of Directors” does not include an “interested director” as defined in Section 5233 of the Nonprofit Public Benefit Corporation Law.
If you plan on attending the Special Meeting, please RSVP to email@example.com by October 10th with the subject line: RSVP Special Meeting. We thank our members in advance for participating.
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