ARTICLE 1: NAME

The name of this organization shall be Mission Bay Neighborhood Association, which may be abbreviated as MBNA, or Mission Bay NA.

ARTICLE 2: BOUNDARIES

The defined area served by the Association shall be all that property situated within these boundaries: the north 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 advocate on behalf of 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; and establishing communication with City officials 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 must be natural persons, and the minimum age to vote is 18. Members shall be entitled to all privileges of membership except that no member shall vote, make or second motions, or serve on a Committee or as a Committee Chair, until after a period of 30 days from the initial receipt of such member’s dues.

Barring MBNA’s founding year, no member shall be elected or appointed to the Board of Directors until such member has met the Eligibility criteria defined in Article 5, Section 3 of these bylaws, with membership deemed to begin on the date of such member’s initial 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 during or before the member’s renewal month each year. Dues shall be for one calendar year, to the end of the month of most recent payment. Reduced rate dues of $15 will be considered for individuals who are students, seniors aged 62 and up, or live in income-qualified housing.

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 MBNA.

Section 3. Voting Eligibility and Rights of Membership

Members 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 MBNA shall submit their resignation in writing to the Recording Secretary, who shall present it to the Board of Directors for action. A member may be expelled only for cause. “Cause” means: (a) conduct that materially harms the Association’s reputation or operations, (b) violation of the Code of Conduct, or (c) failure to pay dues for more than 90 days after notice. Before expulsion, the member shall receive written notice of the alleged cause and have at least 14 days to respond in writing. Expulsion requires a two-thirds vote of the Board of Directors and may be appealed to the membership at the next regular meeting.

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. Dues shall be $25 per individual for Friends of MBNA.

ARTICLE 5: OFFICERS AND DIRECTORS

Section 1. Officers

The Officers of MBNA shall be President, Vice-President, Treasurer, Recording Secretary, and Corresponding Secretary, and shall constitute the Executive Committee. These Officers shall perform the duties defined by Article 6 of these bylaws and by the parliamentary authority adopted by MBNA. This Executive Committee shall be the decision-making voting bloc for business matters involving use of MBNA funds and other assets. A quorum for Board meetings shall be a minimum of three Officers present, based on the Executive Committee consisting of five Officers.

The full Board of Directors shall determine who fills each Officer seat each year within two weeks after election.

An Executive Committee session may be called by the President, as needed, for discussion and possible action of any and all other matters.

No more than one (1) member of a family at a time, nor more than (1) member of the same household, shall serve as a member of the Board of Directors.

Section 2. Directors

The Directors of MBNA shall consist of a minimum of two, and not exceed four, Directors at Large, each of whom may seek a specific role that serves to support MBNA’s activities and purpose. Directors shall be allowed full voting rights in Board meetings on matters involving use of MBNA funds and other assets, matters involving planning of future MBNA programs and advocacy, and matters pertaining to amendments to these bylaws. Directors shall not be required for the purpose of making quorum, which is based solely on attendance of Executive Committee members.

Section 3. Eligibility

Four of the five Officers serving on the Executive Committee shall be residents of Mission Bay as defined in Article 2 of these Bylaws. A majority of the Board of Directors shall be residents of Mission Bay as defined in Article 2 of these Bylaws, and shall be active members of 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 a Board member 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.

For the first 18 months following adoption of these bylaws, the 12-month membership requirement for eligibility on the Board of Directors is waived. During this period, the Board of Directors may establish interim eligibility requirements not to exceed 60 days.

Section 4. Nominations

Candidates for Board membership 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 Board of Directors.

Section 5. Election and Installation

Board of Directors 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. No more than three Board seats may be held by non-residents. In the event of a tie vote, determination shall be by coin toss. 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 Board of Directors members have determined who will fill each seat.

Section 6. Term of Office

Members of the Board of Directors shall serve for a two-year term or until their successors are elected, or until such Board member 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. Board Directors members in good standing may stand for re-election for unlimited terms.

Section 7. Vacancies

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

The President shall fill all Board vacancies by appointment at a regular meeting of the Board of Directors, subject to the approval of the remaining Board of Directors 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 Board of Directors 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, Board of Directors, and Executive Committee sessions; shall set the agenda for Board of Directors sessions; shall establish Committees and appoint their Chairs as the need arises, subject to approval by the Board of Directors; shall call special meetings of the membership, Board of Directors, or Executive Committee as the need arises; shall fill vacancies in any elected office; and shall enforce all rules and regulations of MBNA.

The President shall be the public face of 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 Board of Directors.

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 Board of Directors; shall keep a record of attendance at Board of Directors 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 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 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 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 MBNA; shall be the final recipient of all monies, keeping an accurate record thereof; shall present an annual budget for discussion and approval by the Board of Directors, and shall present the approved budget to the general membership at the annual meeting for informational purposes; 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 MBNA membership.

The Treasurer shall prepare quarterly and annual statements reconciling all income, expense, liabilities, and assets of 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 Board of Directors. The financial review must be approved by the Board of Directors.

Section 6. Directors at Large

Directors at Large shall serve in such capacities as may be determined by the Board of Directors.

Section 7. Resolution of Authority

Any question of conflicting authority or overlapping duties shall be decided by a majority vote of the Executive Committee.

Section 8. Transparency

MBNA will publish agendas in advance, maintain meeting minutes, and maintain a public record of adopted positions. Correspondence between Board members and with parties outside of this Board are to go through a shared email account.

ARTICLE 7: BOARD OF DIRECTORS

Section 1. Board Composition

The Board of Directors shall consist of the Officers defined in Article 5, Section 1, and the Directors at Large defined in Article 5, Section 2. All members of the Board of Directors shall constitute the Board of Directors. A Committee Chair shall also be eligible to join Board of Directors meetings, but shall not be eligible to vote as a member of the Board of Directors, and shall not make or second motions during Board of Directors business meetings.

Section 2. Board’s Duties and Powers

The Board of Directors shall have general supervision of the affairs of MBNA between its business meetings, fix the hour and place of meetings, make recommendations to 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 Board of Directors shall be held each month. Special meetings of the Board may be called by the President or called upon the written request of three members of the Board.

Section 4. Quorum

A quorum for the transaction of business at any meeting of the Board of Directors shall consist of a minimum of three (3) Executive Committee members.

ARTICLE 8: COMMITTEES

Section 1. Formation of Committees

Committees shall be established as the need arises by the President, subject to approval by the Board of Directors. The President shall appoint Committee Chairs. Committee Chairs will schedule Committee meeting dates, times, and agendas; report to the Board of Directors; and be responsible for reporting to the membership on Committee actions. Committee Chairs will be encouraged to attend Board of Directors meetings and to make recommendations pertaining to their Committee’s goals, but shall not vote, make or second motions during Board of Directors business meetings. The basic requirement to serve on a Committee or as a Committee Chair is 30 days from receipt of initial dues, as defined in Article 4, Section 1 of these Bylaws.

ARTICLE 9: MEETINGS

Section 1. Meetings; Remote Participation

Membership and Board of Directors meetings may be held in person, virtually, or in a hybrid format at the discretion of the Board of Directors. Participation by electronic means shall count for purposes of quorum and voting.

Section 2. Annual Meetings

The regular meeting on the selected day of May shall be known as the annual meeting and shall be for the purpose of electing Board members; receiving reports from Board members and Committees; and for any other business that may arise.

Section 3. Special Meetings

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

Section 4. Quorum

Quorum for general membership meetings shall be the lesser of: (a) 20 voting members, or (b) 10% of voting members in good standing.

Section 5. Electronic Voting

The Board of Directors may conduct votes of the membership via electronic ballot. Electronic voting periods shall remain open for at least 72 hours. Results shall be recorded in the minutes of the next regular meeting.

Section 6. Tie Votes

In the event of a tie vote on any matter before the Board of Directors, the President shall cast the deciding vote. If the President is unable or unavailable to break the tie, or if the tie vote concerns a matter in which the President has a conflict of interest, the Vice President shall cast the deciding vote in the President’s stead.

ARTICLE 10: MISCELLANEOUS

Section 1. The Fiscal Year

The fiscal year of the Mission Bay Neighborhood Association shall be from January 1 through December 31 of each calendar year.

Section 2. Nonpartisanship; Advocacy

MBNA is nonpartisan. MBNA shall not contribute to candidates or political parties. MBNA shall not endorse candidates for public office. MBNA may take positions on ballot measures, legislation, and agency actions affecting Mission Bay, consistent with Article 3 and Article 13. MBNA may host candidate forums, and publish candidate questionnaires based on pre-disclosed criteria.

Officers and Directors of MBNA may be free to participate at their own discretion in candidate campaigns, provided they do so as private citizens, and shall not in any way convey that their support for a candidate represents a position taken by MBNA.

Section 3. Conflicts of Interest

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, MBNA may adopt the following policies:

1. All Board of Directors members shall disclose any leadership positions in other organizations that operate with Mission Bay. If the Board of Directors 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 Board of Directors must recuse themself from voting on issues that impact any parties to whom they have a financial connection.
2. 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 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 MBNA may adopt.

ARTICLE 12: AMENDMENT OF BYLAWS

These bylaws may be amended at any regular meeting of MBNA by a two-thirds vote of voting members present, who are current members in good standing and current on dues, 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 in good standing.

ARTICLE 13: POSITIONS AND ADVOCACY

Section 1. Adoption of Positions

MBNA may adopt positions on policies, legislation, and specific projects by majority vote of voting members who are present at a membership meeting.

Section 2. Position Memos

Any proposed position must be accompanied by a brief written “Position Memo” made available to members at least 72 hours before the vote, containing: (a) The action MBNA proposes (support, oppose, neutral, or specific requested changes); (b) The primary expected outcomes and reasoning; (c) Key uncertainties or conditions that would change MBNA’s view; (d) Alternatives considered.

Section 3. Presumption for Housing

MBNA presumes support for projects within or touching our Boundaries as defined in Article 2 that increase net housing supply, subject to reasonable health, safety, and construction impact mitigations.

Section 4. Bar for Requesting Action

MBNA may only initiate or support the following actions with approval by two-thirds of the full Board of Directors and a majority vote of voting members via electronic ballot: (a) Requesting Discretionary Review (DR); (b) Filing appeals of permits or approvals; (c) Joining or initiating litigation; or (d) Formally opposing a housing project that complies with adopted zoning and applicable state housing law.