ARTICLE 1: NAME

The name of this organization shall be Mission Bay Neighborhood Association, which may be abbreviated as MBNA. (Pending discussion of interim board, alternatively, the name shall be Mission Bay Neighbors, which may be abbreviated as MBN.)

ARTICLE 2: BOUNDARIES

The defined area served by the MBNA shall be all that property situated within these boundaries: the south side of Townsend Street from Seventh Street to Third Street; Third Street over the Third Street Bridge and east along the eastern waterfront to the north side of Mariposa Street; Mariposa Street from the waterfront to the south side of the railroad right-of-way; along the railroad right-of-way to 16th Street; and the west side of Seventh Street north of 16th Street to Townsend Street.

ARTICLE 3: PURPOSE

The purpose of MBNA shall be to inform, empower, and represent the real property owners and residents of Mission Bay on issues impacting our community, in order to develop and maintain a complete, vibrant neighborhood. We will accomplish our goals by bringing residents into contact with each other; organizing and promoting activities in Mission Bay; acting as a “community of interest” for redistricting purposes; facilitating communication among residents and businesses; providing a forum for discussion leading to solutions for community-wide concerns; establishing communication with city officials in order to advocate on behalf of all Mission Bay stakeholders.

ARTICLE 4: MEMBERSHIP AND DUES

Section 1. Membership Eligibility and Admission Procedure.

Residents of Mission Bay and owners of a single unit of residential property in Mission Bay shall be eligible for membership. Residents who are not owners shall be defined as lease-holding renters within Mission Bay. Members shall be entitled to all privileges of membership except that no member shall vote, make or second motions, or serve on committees until after a period of three months from the initial receipt of such member’s dues. No member shall be elected as an officer, director, or appointed as a committee chair until such member has been a member for 12 months, with membership deemed to begin on the date of such member’s first payment of dues.

Section 2. Annual Dues.

The annual dues shall be $25 per individual, or $40 for two spouses or domestic partners residing in the same household, payable in advance on or before March 1 of each year. Dues shall be for one calendar year, from April 1 to March 31; however, dues received on or after January 1 shall be applied to both (i) membership for the then-current calendar year and (ii) membership for the following calendar year. Discounted dues of $15 will be considered for individuals based on special circumstances. 

The treasurer shall notify members one month in arrears, and those whose dues are not paid within one month thereafter shall be automatically dropped from membership in the Association. 

Section 3. Voting Eligibility and Rights of Membership

Members who are current on dues will gain the right to vote in board elections; make or second motions during membership meetings; and be elected or appointed board members, committee members, or chairpersons, after eligibility has been confirmed by the president, treasurer, and recording secretary. Such members shall be entitled to all privileges of membership. Proxy voting shall not be allowed.

Section 4. Resignation or Expulsion from Membership.

Any member desiring to resign from the MBNA shall submit his resignation in writing to the Recording Secretary, who shall present it to the Executive Board for action. A member may be expelled for cause by a two-thirds vote of the members present at an Executive Board meeting or a general membership meeting. There shall be no refund of paid dues.

Section 5. Non-Resident “Friends” Membership 

A separate dues classification for interested parties not residing within the defined area of MBNA shall be known as “Friends of MBNA”. Friends of MBNA shall be entitled to all privileges of membership including serving as a committee member, except that they shall not vote, make or second motions, hold a seat on the Executive Board, or chair a committee. Dues shall be $25 per individual for Friends of MBNA.

ARTICLE 5: OFFICERS AND DIRECTORS

Section 1. Officers.

The officers of the MBNA shall be President, Vice-President, Treasurer, Recording Secretary, Corresponding Secretary, and two Directors-at-Large. These officers shall perform the duties prescribed by Article 6 of these bylaws and by the parliamentary authority adopted by the MBNA. 

Executive Board members shall determine who fills each seat each year within two weeks after election.

Section 2. Eligibility.

Officers shall be residents of Mission Bay as defined in Article 2 and shall be active members of the MBNA who are current on dues, have been a member for at least 12 months, and who have attended at least three membership meetings in the six months prior to their election or appointment. In the event an officer ceases to be a resident of Mission Bay or ceases to be an active member, they shall be deemed to have resigned their position and the position shall be considered vacant. No member shall hold more than one office at a time.

Section 3. Nominations.

Officers shall be nominated at the regular meeting held in April. Nominations may be made from the floor by active members current on their dues, or by a Nominating Committee duly established by the Executive Board.

Section 4. Election and Installation.

Executive Board members shall be elected by email ballot of the membership following the April meeting in which candidates are nominated, or by acclamation if the number of candidates is equal to the number of seats to be filled. Results shall be announced at the annual meeting in May. Election will be decided by the highest vote-getters gaining a seat until all contested seats in a given year’s election are filled. Officers elected at the annual meeting in May shall be installed at the following meeting, after Executive Board members have determined who will fill each seat.

Section 5. Term of Office.

Officers shall serve for a two-year term or until their successors are elected, or until such officer shall resign or become ineligible to serve. Their term shall begin with the annual meeting at which they are installed, following their election. Terms will be staggered with four seats elected in even numbered years and three seats elected in odd numbered years. Executive Board members in good standing may stand for re-election for unlimited terms. 

Section 6. Vacancies.

Three consecutive unexcused absences from regular Executive Board meetings by any officer shall constitute a vacancy, and that officer may be subject to removal. Officers may be removed for cause by a two-thirds vote of the Executive Board. 

The president shall fill all officer vacancies by appointment at a regular meeting of the Executive Board, subject to the approval of the remaining Executive Board members. In case of the temporary absence or inability of both the president and vice-president to perform their duties, a president pro tempore shall be elected from among the remaining Executive Board members by a majority vote.

ARTICLE 6: DUTIES OF OFFICERS

Section 1. President.

The president shall call and preside over all regular meetings of the general membership and Executive Board; shall set the agenda for Executive Board sessions; shall establish committees and appoint their chairs as the need arises, subject to approval by the Executive Board; shall call special meetings of the membership or Executive Board as the need arises; shall fill vacancies in any elected office; and shall enforce all rules and regulations of the MBNA.

The president shall be the public face of the MBNA, serving as the primary representative and spokesperson in public relations, including media relations, press releases, emails and community outreach; and as the public face, shall ensure consistent branding and messaging which give voice to Mission Bay as a community of interest, as expressed in Article 3.

Section 2. Vice-President.

The vice-president shall perform the duties of the president in the absence or incapacity of that officer; serve as the parliamentarian; take a lead role in membership recruitment; and shall assist the president in any other duties as may be assigned by the president or the Executive Board.

Section 3. Recording Secretary.

The recording secretary shall keep an accurate record of all meetings, detailing decisions and votes (the “Minutes”) of the general membership and Executive Board; shall keep a record of attendance at Executive Board meetings, recording the names of those members present, shall report the Minutes to the general membership at, or prior to, its next regular meeting; shall preserve all records within the MBNA’s archives; shall maintain a list of any active committees and the members serving on them; and shall maintain and make available an accurate, up-to-date list of MBNA membership.

Section 4. Corresponding Secretary.

The corresponding secretary shall handle external communications to the membership such as meeting notices, announcements, and invitations; shall maintain an accurate, up-to-date contact list for the MBNA’s membership and sponsors; shall maintain a contact list for local elected representatives and their aides, other government officials, and any business entities or nonprofits which the MBNA might come into contact with in achieving goals as stated in Article 3; shall maintain a contact list of the board members of adjacent neighborhood associations; and shall serve as the presiding officer to call the meeting to order in the event that both the president and vice-president are absent.

Section 5: Treasurer.

The treasurer shall be responsible for all financial matters of the MBNA; shall be the final recipient of all monies, keeping an accurate record thereof; shall present an annual budget for discussion and approval at the annual meeting; shall not honor unapproved expenditures; shall receive and maintain records of all membership dues paid and the date they were received; shall notify the membership when dues are payable; and by coordinating with the recording secretary, shall maintain an accurate and up-to-date list of the MBNA membership. 

The treasurer shall prepare quarterly and annual statements reconciling all income, expense, liabilities, and assets of the MBNA, and present these statements to the general membership in the month following each calendar quarter end.

The treasurer shall submit the books for independent financial review at least annually upon the request of the Executive Board. The financial review must be approved by the Executive Board.

Section 6. Directors.

The two directors shall serve in such capacities as may be determined by the Executive Board.

Section 7. Resolution of Authority.

Any question of conflicting authority or overlapping duties of officers shall be decided by the president.

ARTICLE 7: THE EXECUTIVE BOARD

Section 1. Board Composition.

The officers of the MBNA, including the directors, shall constitute the Executive Board. A committee chair shall also eligible to join Executive Board meetings, but shall not be eligible to vote as a member of the Executive Board. shall not vote, make or second motions on during Executive Board business meetings

Section 2. Board’s Duties and Powers.

The Executive Board shall have general supervision of the affairs of the MBNA between its business meetings, fix the hour and place of meetings, make recommendations to the MBNA, and perform such other duties as are specified in these bylaws.

Section 3. Board Meetings.

Unless otherwise ordered by the Board, regular meetings of the Executive Board shall be held on the (selected day) of each month. Special meetings of the Board may be called by the President and shall be called upon the written request of three members of the board.

ARTICLE 8: COMMITTEES

Section 1. Formation of Committees

Committees shall be established as the need arises by the president, subject to approval by the Executive Board. The president shall appoint committee chairs. Committee chairs will schedule committee meeting dates, times, and agendas; report to the Executive Board; and be responsible for reporting to the membership on committee actions. Committee chairs will be encouraged to attend Executive Board meetings and to make recommendations pertaining to their committee’s goals, but shall not vote, make or second motions during Executive Board business meetings

ARTICLE 9: MEETINGS

Section 1. Regular Meetings.

The regular meetings of the MBNA shall be held on the (selected day) of each month unless otherwise ordered by the Executive Board.

Section 2. Annual Meetings.

The regular meeting on the (selected day of selected month) shall be known as the annual meeting and shall be for the purpose of electing officers; receiving reports of officers and committees; and for any other business that may arise.

Section 3. Special Meetings.

Special meetings may be called by the President or the Executive Board and shall be called upon the written request of ten members of the MBNA. The purpose of the meeting shall be stated in the call, which shall be sent to all members at least three days before the meeting.

Section 4. Quorum.

At least twenty-five percent of the members of the MBNA shall constitute a quorum.

ARTICLE 10: MISCELLANEOUS

Section 1. The fiscal year of the Mission Bay Neighborhood Association shall be from April 1 through March 31 of each calendar year.

Section 2. The Mission Bay Neighborhood Association shall not endorse candidates for political office nor become affiliated with any political party. Guest speakers at meetings must be specifically authorized by the president, and approved by the Executive Board. The MBNA contact list shall not be used to further any political candidacy, or the aims of any political party identified as such, nor shall the name of the MBNA or its contact list be used for any purposed other than official business of the MBNA, unless authorized by the Executive Board.

Section 3. The MBNA recognizes that since all members are volunteers, they will have sources of income and interests that may be perceived by others as being at times in conflict with MBNA positions, policies and goals. In order to minimize such potential conflicts, the MBNA may adopt the following policies:

• All Executive Board members shall disclose any leadership positions in other organizations that operate with Mission Bay. If the Executive Board or the membership discusses an official MBNA position that affects parties that have a potential financial connection to a member, then the member must disclose that connection prior to their discussion of that issue. A member of the Executive Board must recuse themself from voting on issues that impact any parties to whom they have a financial connection.
• This conflict of interest policy does not preclude the member from speaking on any occasion, nor does it require the member to recuse themself from voting on motions at the general membership meetings on any topic.

ARTICLE 11: PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the MBNA in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the MBNA may adopt.

ARTICLE 12: AMENDMENT OF BYLAWS

These bylaws may be amended at any regular meeting of the MBNA by a two-thirds vote, provided that the amendment has been submitted in writing at the previous regular meeting, and circulated via email notification in advance of the regular meeting to the list of all current members.