BYLAWS
November 1997
BERKELEY SAFE NEIGHBORHOODS COMMITEE

ARTICLE I: NAME
The name of this corporation shall be Berkeley Safe Neighborhoods Committee (BSNC).

ARTICLE II: NATURE AND PURPOSE
This corporation is a nonprofit corporation operating in Berkeley, California.
Section 1. Purpose. The purpose of BSNC shall be to promote, in partnership with the Berkeley Police Department, the concept of public safety in Berkeley. In furtherance of this purpose, BSNC shall, as an umbrella organization, act to
• Promote the establishment and maintenance of Neighborhood Watch group as effective vehicles for addressing issues of crime prevention and disaster preparedness.
• Promote supporting networks as may be deemed necessary for recovery from the effects of crime, fire, and natural disasters.
• Assist neighborhood groups to organize for effective communication with each other, the Berkeley Police Department, and other relevant agencies of government in the city of Berkeley.

ARTICLE III: OFFICES
The location of the principal office for the transactions of this corporation shall be determined, and notification thereof to the Members shall be made by the Board of Directors in a forma and manner set by said Board. [The Board of Directors is defined in Article IX, Sections 1-11.] The Board may at any time establish branch or subordinate offices.

ARTICLE IV: MEMBERS
A member of this corporation shall be a Neighborhood Watch Group represented by a captain or co-captain or a person designated by said watch unit. Each Neighborhood Watch unit shall have one (1) vote, provided that current dues are paid and any other obligations set forth in a policy statement by the Board of Directors are met.

ARTICLE V: ELECTIONS
A majority of those voting shall determine all elections.
Section 1. Purpose of elections. Officers and directors shall be elected by the members.
Section 2. Notice of elections. Notice of an election or vote requiring participation of the membership shall be given by the Board at least one month in advance of such election, or matter requiring a vote. Elections and votes shall be held at a regular monthly meeting of this corporation.
(a) The form of such notice shall be by the corporation’s newsletter or any other written form selected by the Board of Directors.
Section 3. Valid election. A minimum of five percent (5%) of the members, or 10 (ten) members, whichever is greater, is required for a valid election. The Board may from time to time increase or decrease the number for a valid election.
Section 4. Form of vote. The Board of Directors shall determine whether such voting shall be by secret written ballot, by voice vote, or by show of hands. Cumulative voting and voting by proxy shall not be permitted.
Section 5. Voting by mail. At the discretion of the Board of Directors, an election may be by mail vote. A mail vote shall be invalid, and the matter referred to a meeting of the membership, if twenty percent (20%) of the members so request. Every written ballot, in an election by mail or at a regular monthly meeting, shall state that twenty percent (20%) of the members have the right to call a meeting of the membership for the consideration of the matters submitted for election.

ARTICLE VI: DUES
The Board shall establish a schedule of annual dues to be paid by the Neighborhood Watch groups. The Board may revise the schedule of dues annually.

ARTICLE VII: MEETINGS
The place and time of the regular meetings of the Membership shall be determined by the Board of Directors.
Section 1. Annual and Special Meetings. The annual meeting of the Membership of the corporation shall be held in the month of December at the same time as a regular monthly meeting. Special meetings of the Membership shall be held at the call of the President, or a majority of the Board of Directors, or upon the written request of twenty percent (20%) of the Membership filed with the Secretary.
Section 2. Written Notice. Written notice of regular and special meetings shall be given to each member by the Secretary to each voting member by first-class mail not less than at least seven (7) days, excluding weekends, in advance. All written notices shall state the place, date and time of the meeting, the general nature of the business to be transacted, and in the case of a special or in the case of a regular general monthly meeting, the proposed agenda for such meeting.

ARTICLE VIII: QUORUM
Five percent (5%) of or not less than ten (10) members in good standing, including members of the Board of Directors, shall constitute a quorum for the transaction of business.

ARTICLE IX: BOARD OF DIRECTORS
Section 1. Powers and Duties. Subject to the provisions of the California Nonprofit Corporation Law and these Bylaws, the business and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors. All other matters shall be decided by the Board of Directors at any regular monthly meeting unless, in the discretion of the Board, a vote by the Membership shall be required. Notice of such a vote shall be announced by the Board at least one month in advance of said vote.
Section 2. Composition. The Board of Directors shall be composed of the President, Vice President, Secretaty, and Treasurer of the corporation and a minimun of three (3) members. Each director shall hold office for a term of two (2) calendar years.
Section 3. Elections of Directors: Nominating Committee. At the regular meeting in October of each year, the President of the Corporation shall appoint a Nominating Committee comprised of three (3) or more members. Members of the Board of Directors are eligible for membership in said committee. The Nominating Committee shall promptly nominate candidates for membership on the Board. The Committee shall notify every voting member, including members of the Board, with a ballot listing the number and names of the candidates, and a statement that the ballots will be counted at the regular meeting in December. The Secretary will count the ballots and the voice votes of the voting members at the December meeting and announce the results of the election.
Section 4. Removal. Members of the Board of Directors may be removed in accordance with Sections 5221 and 5222 of the California Corporations Code.
Section 5. Vacancies. Vacancies occurring in directorships, except by reason of removal, may be filled by a majority vote of the remaining directors, though less than a quorum, or by the sole remaining director. Vacancies occurring by reason of removal of an elected director may be filled only by approval of the members.
Section 6. Compensation. All Directors shall serve without compensation.
Section 7. Board Meetings. The meetings of the Board of Directors shall be at the same place and time as the regular monthly meetings. Special meetings at other times may be called by the President or any three (3) members of the Board. No notice is required for a regular meeting of the Board. However, such notice may be given at the discretion of the Board of Directors. Unless notice shall be given otherwise, all meetings of the Board shall be held at 2171 McKinley Avenue, Berkeley, California.
Section 8. Notice of Meetings. Notices of the time and place of all special meetings and regular meetings at other than the above-mentioned address shall be sent by first-class mail to members of the Board at least seven (7) days, excluding week-ends, but not more than sixty (60) days prior to the Board meeting.
Section 9. Quorum. Four (4) Directors shall constitute a quorum for a meeting of the Board. All actions of the Board shall require the affirmative vote of a majority of the directors at a properly constituted meeting of the Board.
Section 10. Finality of Board Decisions. The decisions of the Board shall be final in all matters, subject only to an appeal of the voting members.
Section 11. Appeal of Board Decisions. Such an appeal may be taken only if twenty-five percent (25%) of the members shall file a written demand for such appeal with the Secretary within ten (10) days, excluding weekends, after announcement of the decision by the Board. A meeting of the members for the hearing of such appeal shall be held within twenty (20) days after receipt of such demand and seven (7) days’ notice, excluding weekends, of such meeting, and the purpose thereof shall be given to all voting members by the Secretary. The decision of the Board shall be reversed only by a two-thirds (2/3) vote, or more, or by a greater majority of the members at the meeting at which such appeal is considered.


ARTICLE X: OFFICERS
The officers of the corporation shall be a President, a Vice President, a Secretary and a Treasurer. Any number of offices may be held by the same person, except that neither the Secretary nor the Treasurer may serve concurrently as the President. The Board may designate additional offices to be held by any member.
Section 1. Election of Officers. The officers of this corporation shall be nominated from the Voting Members, including the Board of Directors, by a Nominating Committee appointed by the President. An officer shall hold office for a term of one (1) year and/or until a successor is elected. If more than one person is nominated for the same office, a secret written ballot shall be used. A nominee receiving the highest number of votes among such nominees shall be elected. Any officer may be re-elected.
Section 2. Resignation of Officers. An officer may resign at any time by written notice to the Board of Directors when a meeting of the Board is not being held, or verbally at a regular monthly meeting. Acceptance of the resignation is not necessary to make it effective.
Section 3. Vacancies. A vacancy of office by any cause shall be filled by appointment by the Board of Directors or by the President.
Section 4. Responsibilities of President. The President shall be the executive head of the corporation and shall preside over all meetings of members and of meetings of the Board of Directors. The President shall, subject to the control of the Board of Directors as set forth under Article IX supervise, direct and control the business and the officers of the corporation. The President shall appoint all committee chairpersons with the approval of the Board and be an ex-officio member of all such committees except the Nominating Committee. The President shall have such powers and duties as may be prescribed by the Board and these Bylaws.
Section 5. Responsibilities of Vice President. The Vice President shall perform the President’s duties in the absence of the President. The Vice President shall be custodian of all materials used and distributed by this corporation and shall have other such duties and powers as may be prescribed by the Board of Directors.
Section 6. Responsibilities of Secretary. The Secretary shall have charge of the following:
(a) Book of minutes. The Secretary shall keep or cause to be kept, at the principal office of this corporation or such other place as the Board may direct, a book of minutes of all meetings and actions of members and of the Board and committee meetings including the time and place of holding the meetings, whether regular or special, how authorized, the notice given, the names of those present at such meetings, and the proceedings of such meetings.
(b) Membership Lists. The Secretary shall keep or cause to be kept, at the place referred to in (a) above, a list of the corporate directors and members, including names and addresses thereof.
(c) Notices. The Secretary shall give or cause to be given notice of all meetings as required by these Bylaws, or as the Board may direct.
Section 7. Responsibilities of Treasurer. The Treasurer shall be in charge of the following:
(a) Books of account. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the corporation, including accounts of its assets, liabilities, receipts, disbursements, and other matters customarily included in financial statements. The books of account shall be open to inspection by any director and/or member at all reasonable times.
(b) Deposits. The Treasurer shall deposit all money and/or other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors and shall disburse the funds of the corporation as may be ordered by the Board or the President.
(c) Reports. The Treasurer shall submit to the Board of Directors monthly reports and shall also submit a proposed budget, if the Board so requests, prior to January 1st of each coming year. The Treasurer shall also prepare and submit to the Membership and to the Board, the Annual Report as specified below under ARTICLE XII. Section 2.
(d) Other duties. In the event of the absence, or disability of the Treasuer to act, the President may appoint a replacement for the duration of such absence or disability. Such replacement shall have all the powers and responsibilities accorded herein to the Treasurer.

ARTICLE XI: STANDING AND SPECIAL COMMITTEES
Section 1. Appointments. The President, in consultation with the Board of Directors shall appoint the chairs of all standing and special committees. With the exception of the Nominating Committee, all of whose members shall be appointed by the President in consultation with the Board, each committee chair shall select other members of his or her committee.
Section 2. Duties and Responsibilities. Duties and responsibilities of the committees shall be assigned by the Board.
Section 3. Term of Service. Membership on committees having continuing operations shall coincide with the term of the President.

ARTICLE XII: RECORDS AND REPORTS
Section 1. Articles and Bylaws. The corporation shall keep at its principal office the original or a copy of the Articles and Bylaws, as amended to date.
Section 2. Other Records. The accounting books, records, and minutes of proceedings of the Board of Directors and any committees shall be kept at such place or places designated by the Board. The minutes shall be kept in written or typed form, and the accounting books and records shall be kept either in written or typed form or in any other form capable of being converted into written, typed or printed form.
Section 3. Inspection by Members. Every member shall have the right at any reasonable time to inspect any of the records and any physical properties of the corporation. The right of inspection includes the right to copy and make extracts of documents excepting, however, the list of the Neighborhood Watch membership.
Section 4. Annual Report. The Treasurer shall provide to the membership and directors and to the Board of Directors within one hundred twenty (120) days after the close of its fiscal year, a report containing the following information for that fiscal year in reasonable detail:
(a) Assets and liabilities of the corporation, including any trust funds
(b) Principal changes, if any, in said assets and liabilities
(c) Revenues or receipts of property
(d) Expenses and disbursements of the corporation
(e) Any information required by California Corporations code Section 6322.
The Annual Report shall be accompanied by any report of independent accountants, or if none, by the certification of an officer of the corporation that the Annual Report was prepared without audit.

ARTICLE XIII: FISCAL YEAR
The fiscal year of this corporation shall be January 1 through December 31.

ARTICLE XIV: AMEMDMENTS
These Bylaws and Articles of Incorporation may be adopted, amended, or repealed by a vote of a majority of the Board of Directors and of the membership at any meeting duly and regularly called following one month’s advance written notice of such action.