Revised & Restated December 1997
Article 1: OFFICES
The office of the Corporation shall be located at
520 John Muir Drive, San Francisco, CA 94132
Article 2: OBJECTIVES AND PURPOSES
This Corporation is a non-profit, public benefit corporation, organized under the Nonprofit Public Benefit Corporation Law for public or charitable purposes, and is not for the private gain of any person(s).
The purpose of the Corporation is to provide the local community with: supervised facilities for fishing; the development of marksmanship skills; instruction in safe handling, care, and responsible use of firearms; respect for the environment and laws of the federal and state governments.
Article 3: MEMBERSHIP
CLASS OF MEMBERSHIP
There shall be only one class of Membership, with no limit on the number therein; however, subject to the following:
Nothing herein shall prevent the Board of Directors, subject to approval of the Membership, from designating a person as an Honorary or Life Member.
Immediate family members of a Member in Good Standing shall be accorded all privileges of the Member except the right to vote.
APPLICATION FOR MEMBERSHIP
Any person may apply to become a Member by completing and submitting to the Club a written application, in such form to be signed by three Members in Good Standing, accompanied by a requisite application fee and prorated annual Membership dues. Applications shall be deemed approved unless subsequently rejected by a vote of the Members.
The application shall be reviewed by the Board and then submitted to the Membership for voting upon at the next regular membership meeting.
Each application form shall contain the following statement:
“This is a public facility, operated and maintained for and on behalf of the City and County of San Francisco; for the benefit of the public desiring to use these facilities, by Pacific Rod & Gun Club, a public benefit, non-profit Corporation. It is unlawful for any such organization to discriminate in its membership application or acceptance procedures on the basis of race, color, religion, age, ancestry, ethnicity, national origin, sex, political affiliation, sexual orientation, physical handicap marital status, medical condition (cancer related), conditions diagnosed as Acquired Immune Deficiency Syndrome (AIDS) or AIDS Related Conditions (ARC); or any other grounds prohibited by law. Any complaint shall be reported to the Recreation and Park Department of the City and County of San Francisco, McLaren Lodge, Golden Gate Park.”
The Board may set an amount to be charged for an application fee, which will be reasonably related to the costs incurred in processing applications of new members.
An applicant may be rejected for good cause only, which shall mean a record of past acts or conduct indicating that acceptance of the applicant would: substantially impair the health, safety, or welfare of the recreational users of the property; which would affect the preservation or maintenance of the property; which has been or would be inimical to the welfare of the Corporation.
TERMINATION OF MEMBERSHIP
Membership shall be terminated upon death or resignation by the member; upon expulsion of the member, or by failure of the member to remit their annual dues by March 1 of the then current year.
Annual dues are due on January 1 of the current year, delinquent on March 1. Canceled checks or cash receipt shall be proof of payment. Delinquent members will be dropped from the rolls as of March 1.
A member may be suspended or expelled only for good cause, which shall mean a finding that the member’s conduct: imperils the continued health, safety, or welfare of fellow members or other users of the facilities; affects the preservation or maintenance of the property; is inimical to the welfare of the corporation.
Such suspension or expulsion is to be handled as follows:
Upon receipt by the Board of a written complaint signed by three or more members, the President shall either refer the matter to a committee of three Board members, or to the whole Board, for purposes of a hearing to determine whether or not good cause exists. The Secretary shall give notice to the member by prepaid first class mail to his/her address of record, stating the complaint, naming the complaining parties, indicating the action to be taken, as well as the date, time, and place of the hearing.
The member may not be represented by any person other than another member, but will be allowed the opportunity to present a defense.
Should good cause be found, the decision will be communicated to the member, who will have the right to appeal the decision to the members at large, either at a regular meeting of members or at a special meeting held for that purpose. Any vote taken at such a meeting shall be by secret ballot.
Article 4: MEMBERSHIP MEETINGS
GENERAL BUSINESS MEETINGS
General business meetings will be held on the evenings of the second Monday of the months of March, June, September, and December, at the office of the Club. The December meeting will be considered the ANNUAL meeting, at which the Officers and Directors for the following year shall be elected. Meetings will be called to order at 7:30 PM. If any other than regular business is to be transacted at a regular meeting, the Members must be notified subject to Article 12, or as if at a special meeting.
SPECIAL MEETINGS OF MEMBERS
Special meetings may be called by the President, Board, or by fifteen members at large, with not less than ten days notice, mailed first class to all members by the Secretary, or per Article 12. Notice shall specify the general nature of the business, the date, time, and place, if different than the office of the Club. Only such business as contained in the notice may be transacted.
VOTE OF MEMBERS
Each member shall be entitled to one vote. Voting may be by voice vote unless a secret ballot is desired by a majority of the voting members present.
Fifteen members shall constitute a quorum at any regular or special meeting. A quorum of thirty members shall constitute quorum for: (a) election, removal, or replacement of Board Members or Officers; (b) the approval of any transaction between the Club and a Director or between the Club and any entity in which the Director has a financial interest; (c) the approval of any amendment of the Club’s Articles of Incorporation; (d) the approval of the terms of any merger or other reorganization involving the Club; (e) the approval of the sale or other disposition of all or substantially all of the assets of the Club; and (f) the approval of the dissolution of the Club and of any plan of distribution of the assets of the Club in connection therewith.
Article 5: OFFICERS AND DIRECTORS
The affairs of the Club shall be managed and all corporate powers are vested in the Officers and Board of Directors, which shall consist of five officers and eight directors, who shall be members in good standing. A majority shall constitute a quorum for all meetings.
Nothing herein shall prevent any action or decision of the Board being canceled, overturned, or changed by action of the Members at any regular members meeting.
The Board may set annual dues. Other funds required by the Club may be raised by special assessment, approve by the Members.
Officers and Directors shall be elected by the Members at the Annual meeting, for a term of one calendar year.
Regular meetings of the Board shall be held at the office of the Club in the evening of the second Monday of each month. Special meetings may be called by any Officer, or any two Directors, provided that each and every Officer and Director is given notice of the time, place, and business to be discussed, at least 48 hours prior to such meeting. Directors may waive such notice by attendance.
Nothing shall preclude a director’s attendance via electronic equipment, if necessary; however, under no circumstances shall proxy votes be allowed.
A vacancy created by the death, resignation, or removal of an officer or director may be filled by action of the Board or by the Members. A vacancy in the Board created by removal by the Members may be filled only by the Members.
VACANCIES AND REMOVALS
An Officer or Director may be removed from office upon written complaint to the Board signed by fifteen members, stating the charges or the reasons for removal. Upon receipt of such petition, the Board shall direct the Secretary to schedule a special meeting of Members, per Article 4 herein, to hear the case. The Officer or Director may not be represented by any person, other than another Member, but will be allowed the opportunity to present a defense.
The President shall preside over the meeting, unless he/sne is the target, in which case a Vice President shall preside. The meeting shall be closed to all except regular Members; however, if necessary, outside witness(es) will be allowed to testify individually. Voting shall be by secret ballot.
Article 6: OFFICERS
The Officers of the Corporation will consist of a President, First Vice President, Second Vice President, Secretary, and Treasurer, whose duties are as follows:
The President shall be the Chief Executive Officer of the Club and as such will perform the duties incident to that office, including presiding over the Board, regular and special membership meetings, signing all membership certificates as well as all other contracts which shall have been approved by the Board.
The First or Second Vice President, in that order, may assume and perform the duties of the President in his/her absence, with the concurrence of the Board.
The Secretary shall keep records of all meetings of the Corporation, including but not limited to the minutes of all regular or Special, Board, Membership, or Committee meetings, which minutes shall be presented at the next regularly scheduled meeting of Members. The Secretary shall collect and receive all moneys due the Corporation and pay them over to the Treasurer; shall maintain a current roster of all members; and shall keep the Seal of the Corporation. All notices required hereunder shall be served by the Secretary and a record kept thereof.
The Treasurer shall be the Chief Financial Officer and shall perform all the duties commonly incident to that office; receive all moneys from the Secretary and disburse same upon order of the Board, which transactions shall be recorded in a manner satisfactory to the Board, and reported to the Board and Members at each regular Board or Membership meeting.
The Board may appoint an assistant secretary(s) or treasurer(s), or may assign additional duties to these officers as it may deem necessary.
All funds referred to hereunder shall be deposited in a regular bank account authorized by the Board, to be withdrawn only by signature of any two officers.
Article 7: NOMINATIONS
No person may be elected as an Officer or Director unless nominated, and has accepted such nomination in writing. Nominations shall be open in November. Any member may nominate him/herself.
Article 8: COMMITTEES
The President or the Board may appoint a committee(s) for purposes deemed appropriate by the President or Board, subject to limitations imposed by the Board. The committee(s) will report to the Board, which shall retain ultimate power.
Article 9: INDEMNIFICATION
To the fullest extent permitted by applicable law, the Club shall indemnify any person against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding by reason of the fact that the person is or was and agent of the Club.
On written request to the Board by any person seeking indemnification hereunder, the Board shall promptly determine whether the applicable standard of conduct has been met. If affirmative, the Board shall authorize indemnity.
Article 10: ANNUAL REPORT
The financial year of the Corporation shall be the calendar year. An Annual Report, which shall consist of a balance sheet and an income statement, shall be prepared by not later than 30 April. If necessary, information required by California Corporations Code, Sec. 6322, shall be filed.
The Club shall notify each Member, annually of the member’s right to receive a copy of the financial report upon request.
Article 11: MAINTENANCE & INSPECTION OF CLUB RECORDS
The Club shall keep copies of the Articles of Incorporation, current By-Laws, accounting books and minutes of proceeding of Member, Board, and Committee meetings reasonably accessible to any Member upon request.
Article 12: MISCELLANEOUS
This Corporation, a lessee/tenant of the San Francisco Recreation and Park Commission, is subject to the policies, rules, and regulations of that Commission. This Corporation shall not be a concessionaire of the Commission.
All notices required hereunder to be sent by mail, shall be by first class or better mail, to be sent out by the Secretary.
Articles published in the Club’s monthly newsletter, The Breeze, may serve as official notice to Members wherein such notice is required, provided that it be clearly identified as such notice, certified by the Secretary and mailed on a timely basis, as specified in Article 4.
Article 13: AMENDMENTS
These By-Laws may be amended by vote of the Members, provided that proper and timely notice shall have been given to the Members of such intention to amend.