BPFP Bylaws Summary

Berkeley Partners for Parks (BPFP) Bylaws Summary
Adopted March 1994, and amended Oct 1996
Summary prepared by John Caner July 10, 2003

Members (2 classes)

  1. 1. Contributing Members (non-voting) are persons who donate funds or assets to BPFP with right to participate in all meetings and activities, but no voting rights.
  2. 2. Formal Members (voting) subject to following qualifications:
    • a. Member of Adopt-a-Park Group that has joined City of Berkeley Adopt-a-Park program
    • b. Group has at least 5 active participants
    • c. Member is authorized by Group to represent Group with BPFP
    • d. Only one Member per Group
    • e. Member or proxy attend at least 5 BPFP meetings a year
    • f. Payment of $25 Adopt-a-Park Group member fee
  3. 3. Member termination: a) BoD determines seriously prejudicial conduct, b) failure to attend 5 meetings per year, c) written notice from Group that new representative or member has left Group, d) failure to pay dues within 30 days of notice.
  4. 4. Expulsion upon 15 days of written notice, with opportunity to appeal.

Member Meetings

  1. 1. Annual Member Meeting in January to elect BoD
  2. 2. Monthly Meetings 3rd Thursday of each month
  3. 3. Special Meeting called by Chairperson, President, BoD, or 1/3 of members with 10 to 90 day notice.
  4. 4. Quorum of 50% members, and action taken with majority vote.
  5. 5. Action without Member meeting if all Members consent in writing to such action.

Board of Directors (BoD) (2 types)

  1. 1. Total number of 3 to 15 Directors, as determined by vote of membership.
  2. 2. Member Directors:
    • a. Elected by BPFP Members
  3. 3. At-Large Directors:
    • a. Up to 4 At-Large Directors, elected by Member Directors
    • b. Cannot be equal or exceed number of Member Directors
    • c. Vote as Directors but not as BPFP Members.
  4. 4. Directors elect Chairperson that presides over BoD meetings
  5. 5. Directors fill mid-term vacancies
  6. 6. BoD can remove a Director: for a) “cause”, b) “without cause” with Director opportunity to communicate opposition, c) resignation
  7. 7. No BoD compensation other than approved expense reimbursement
  8. 8. BoD may not consist of more than 49% interested parties.
  9. 9. BoD Committees established by BoD with minimum of 3 persons
  10. 10. Each member has right to inspect books

BoD Meetings:

  1. 1. Quorum with 1/3 of Directors (with no fewer than 2 Directors or 1/5 of authorized Directors), and action taken with majority vote
  2. 2. Special BoD meeting may be called, by Chairman, President, two officers, or 1/3 of directors, with 7 day notice.
  3. 3. Action without BoD meeting if all Directors consent in writing to such action.
  4. 4. BFPF will indemnify Directors as permitted by law.

Officers

  1. 1. Elected by BoD at annual meeting:
    • a. President- presides over member meetings and acts as CEO
    • b. Vice President- acts as back-up to President
    • c. Secretary- record, minutes, votes, notices, member book
    • d. Treasurer- manages funds, records, disbursements
  2. 2. Can serve concurrent positions except Pres & Secretary, or Pres & Treasurer
  3. 3. No compensation for any officers

Reports

  1. 1. Annual Report for Treasurer or independent accountants including Income Statement, Balance Sheet, and Change in Assets
  2. 2. Annual Statement regarding interested parties, transactions over $50,000, or officer reimbursement over $10,000

Amendments:

  1. 1. Amendment of bylaws by vote of BoD

October 17th, 2007

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