BY-LAWS OF THE SAN FRANCISCO POLICE OFFICERS PRIDE ALLIANCE ASSOCIATION

BY-LAWS OF THE SAN FRANCISCO POLICE OFFICERS PRIDE ALLIANCE ASSOCIATION

ARTICLE I TITLE
The name of this organization shall be the San Francisco Police Officers Pride Alliance (the Association).

ARTICLE II MISSION
The mission of the Association is to represent the interest of all lesbian, gay, bi-sexual, transgender (LGBT) and other interested members of the San Francisco Police Department (the SFPD) on matters concerning promotions, assignments to specialized units and other issues that directly affect our membership. The Association shall endeavor to assure that rights of its membership are protected and that fair and equal treatment, free of harassment and or discriminatory practices are adhered to. The Association shall work in union with other employee organizations within the San Francisco Police Department to promote and protect the rights of all members of the SFPD. The Association shall work with the LGBT community, in partnership, to promote the assurance that there is fair and equitable representation within SFPD and city government at large, of lesbian, gay, bi-sexual and transgender persons.

ARTICLE III LOCATION

The Association shall be located within the City and County of San Francisco.

ARTICLE IV MEMBERSHIP

A. Classes of memberships and privileges: The organization shall have the following membership: 1. Regular Members 2. Retired Members who have retired from the San Francisco Police Department; 3. Associate Members 4. Supporter Members 5. Such other class or classes of members as the Board of Directors shall determine. No member shall have any interest or property right in the assets of the organization and no member shall hold more than one membership in the Association. B. Qualifications: 1. Regular Members: a. Be a sworn peace officer as defined under California Penal Code, Part 2, Title 3, Chap. 4.5 commencing with Sec. 830 and b. Be employed by the City and County of San Francisco and be a member of the San Francisco Police Department. 2. Retired Members: a. Be a retired member of the organization. 3. Associate Members:
a.

Shall be other members of either the San Francisco law enforcement community not meeting the qualifications of any one of the other membership qualifications or may be First Responders including but not limited to the Fire Department and Sheriffs Office. Such other class or classes of members as the Board of Directors shall determine may be defined as Associate Members.

b.

4. Supporter Members:
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a. Are family or friends of Regular Members or Retired Members.

C. Admission: Applicants for membership shall be considered upon recommendation by the Membership Committee and by approval of the Board of Directors as defined under Article IV.

D. Fee, Dues, and Assessments: 1. A fee may be charged for making application for membership in the Association. 2. The annual dues payable to the Association by Regular Members shall be One Hundred Thirty ($130.00) Dollars, which shall be paid, unless otherwise determined by the Board of Directors, at the rate of Five Dollars and Seventy Seven Cents ($5.00) per pay period. The amount of annual dues may be changed from time to time by resolution of the Board of Directors. 3. The annual dues payable to the Association by Associate member shall be One Hundred ($100.00) Dollars. 4. Retired Members dues will be Twenty Five ($25.00) Dollars per year. 5. Supporter Members dues will be Fifty ($50.00) Dollars per year. 6. Members who pay dues on a yearly basis instead of per pay check, shall have their dues payable on April 1st of each year. E. Certificates of Membership: The Board of Directors may provide for the issuance of certificates evidencing membership in the organization. F. Membership Book: The Association shall keep a membership book containing the name, email and address of each member. Termination of the membership of any member shall be recorded in the book together with the date on which such membership closed. The Secretary shall be
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charged with responsibility to maintain the membership book up-to-date. This membership book shall remain confidential and only available to the board. G. Transferability of Membership: Membership in the organization is nontransferable and nonassignable. H. Termination of Membership and Reinstatement: 1. Membership shall terminate: a. On receipt by the Board of Directors of the written resignation of a member. b. On the death of a member. c. On the failure of a member to pay the members annual dues (or such portion of the dues as then accrued and owing) within thirty (30) days following written notice thereof delivered to him personally or by United States mail or electronic mail (Email). I. Suspension and Expulsion: 1. Grounds for suspension: a. Any member can be suspended or expelled from the Association for good cause after having been given notice of the proceedings against him and an opportunity to be heard in his own defense, and only after such hearing before the Board of Directors or members and by the vote of a majority of the Directors or voting members present at the meeting at which a quorum, as hereinafter defined, is present and the matter heard and not otherwise. b. Each director or voting member present shall have one vote on the question of suspension or expulsion, and voting by proxy on the question shall not be permitted. 2. Initiation of suspension: a. Proceedings under this section be initiated by resolution of the Board of Directors or, on the failure of the Board to act, by petition signed by at least twenty (20) percent of the voting members presented to the President, Vice President or Secretary.

b. On adoption of the resolution or receipt of the petition, as the case may be, the President, Vice President or Secretary shall schedule the matter to be heard at the first regular or special meeting of the Directors or members held not less than (20), nor more than forty (40), days after the date the resolution is adopted or the petition received. c. The Secretary, or other person appointed by the President or Vice President for the purpose, shall deliver, at least ten (10) days prior to the date of the hearing, a copy of the resolution or petition, together with a notice of the time and place of the hearing, to the subject member either in person, United States mail addressed to him at his address as shown on the books of the Association or Email as shown on the books of the Association. d. If a quorum fails to attend such special meeting, the matter shall be heard at the next succeeding regular or special meeting; provided, however, that if a quorum fails to attend such succeeding regular or special meeting, the matter against the member shall be dismissed on the ground that failure to secure a quorum of either of the two meetings constitutes a tacit vote of the directors or members against imposition of discipline. Such dismissal of the matter shall be automatic and final, except that the alleged conduct-giving rise to the proceedings may be considered in any subsequent proceedings under this section based on future alleged misconduct of the member. 3. Notice of meeting: Notwithstanding any other provision in these By-laws, notice of the meeting at which the hearing is first scheduled must be given to all Directors or voting members as required by these By-laws for special meetings of Directors or members. 4. Hearing: a. The hearing shall be informal and shall be presided over by the President or Vice President of the Association who shall: 1) read the charges against the subject member. 2) require that the charges be verified by the testimony of the person or persons making them. 3) hear any other witnesses against the subject member. 4) allow the subject member to cross-exam each witness following the testimony of that witness. 5) allow the subject member to make a statement in his own behalf. 6) allow the subject member to call witnesses in his own behalf.

7) allow the directors or members present, when and as recognized by the chair, and subject to the control chair, to question the witness after they have been questioned by the subject member.

5. Discipline: a. If a majority of the Directors or members present at the hearing vote to impose discipline but cannot agree on the nature and extent thereof, the discipline imposed shall be a reprisal in letter form, signed by the President and Vice President of the Association. b. The original letter shall be filed with the minutes of the meeting at which the hearing was held, and a copy thereof shall be sent by registered or certified mail, return receipt requested, which receipt shall be filed with original letter, addressed to the member at his address as shown on the books of the Association. c. The vote imposing discipline or dismissing the matter shall in either event be final. 6. Reinstatement: An expelled member shall not be eligible for reinstatement or re-admission to the Association prior to expiration of one (1) year from the date of expulsion. 7. Good Cause: a. Good cause, as used herein, requires that the member: 1) have failed, and continues to fail, to abide by the By-laws of the Association or with the Rules and Regulation of the Board of Directors. 2) Or have committed, or is in the course of committing, some act or acts prejudicial to the purposes of the Association. 8. Termination of Rights: All rights of a member in the organization or in its property shall cease on his expulsion.

ARTICLE V

MEETINGS OF MEMBERS
A. Place: Meetings of members shall be held at the principal meeting place or at such other place or places as may be designated from time to time by resolution of the Board of Directors.

B. Annual Meetings: 1. Members shall meet at least once yearly at a specific date being determined by the Board of Directors. 2. The annual meeting shall be for the purpose of electing new officers [and area representatives] as provided by Article VII, during the second year of office, and conducting any other business that may come before it. C. Bi-Annual Meetings: 1. There shall be a meeting of board no less than twice per year. These meetings may be on a fixed weekday or rotational basis on any day of the week. There may also be luncheon meetings or dinner meetings as designated by the Board. 2. At the discretion of the Board, a meeting may be held on any other day designated by the Board. D. Special Meetings: Special Meetings shall be called by the President or Vice President and held at such time and places as may be ordered by resolution of the Board of Directors or by members holding not less than ten (10) percent of the voting power of the organization. E. Notice: Notice of the time and place of meetings shall be given by first class mail or electronic (e-mail) or delivered personally to each member at least ten (10) days prior to such meeting; provided, however, that notice of all regular meetings, except the annual meeting, shall not be required. F. Contents of Notice: Notice of meetings shall specify the place, the day, and the hour of the meeting, and, in the case of special meetings, the general nature of the business to be transacted.
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G. Quorum: Ten (10) percent of the voting members shall constitute a quorum for the transaction of business, and, except as otherwise provided by law or by these By-laws, no business shall be transacted in the absence of a quorum. H. Cumulative, Proxy, and Fractional Votes: Neither cumulative voting nor voting by proxy shall be authorized, and no single vote shall be split into fractional votes. I. Retired/Associate Members Voting Privileges: 1. Retired members shall have voting privileges on retirement issues only. 2. Associated members shall not have voting privileges.

ARTICLE VI DIRECTORS
A. Number: 1. Member of the Board of Directors shall include:
a. b. c. d. e.

President Vice-President Treasurer Secretary Member at Large

2. The Board will be presided over by the President. If the President is not available, then the Vice President will preside. If either is unavailable: a. Then the Treasurer will be the designated presiding official. b. If neither President, Vice President or Treasurer is available, there shall be no meeting of the Board.

3. At least fifty (50) percent of the elected officers must be present at any Board of Directors meetings. B. Use of Terms Directors and Board. The words Directors and Board, as used in these By-laws in relation to any power or duty requiring collective action, mean Board of Directors. C. Powers: The Directors shall exercise the powers of the Association, control its property and conduct its affairs, except as otherwise provided by law. D. Duties: It shall be the duty of the Directors to: 1. Perform any and all duties imposed on them collectively or individually by law, or by these By-laws. 2. Appoint and remove, employ and discharge, and, except as otherwise provided in these By-Laws, prescribe the duties and fix the compensation, if any, of all committees, agents, and employees of the organization. 3. Supervise all committee, agents, and employees of the organization to assure that their duties are properly performed. 4. Meet at such times and places as required by these By-Laws. 5. Require that special meetings of members be called whenever and as often as they deem necessary and whenever demanded by the required number of members as these By-Laws provided. E. Qualifications: All duty elected officers and other members so appointed by a majority vote of the Board shall comprise the Board of Directors and be active members of the SFPD. F. Terms of Officer: 1. The term of office for the Board shall be for two years starting the first day of January following the election and ending on December 31 of the second year of office.
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2. A Director may seek and be re-elected to occupy the same position until such time as a new Director is elected by a majority vote. The President shall be limited to three two year terms 3. A Director shall be elected prior to the expiration of the second year of office.

G. Compensation: Directors shall serve without compensation. H. Validation of Meeting Defectively Called: 1. The transactions of any meeting of the Board, regardless of how called and/or noticed or wherever held, shall be deemed valid for all purposes as though the meeting had been duly held after proper call and notice, provided a quorum present.

2. Each of the Directors not present shall either before or after the meeting sign a waiver of notice, a consent to holding of the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the organization records or made a part of the minutes of the meeting. I. Action by Unanimous Written Consent without Meeting: 1. Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. 2. Any action by written consent shall have the same force and effect as the unanimous vote of such Directors. 3. Any certificate or other document filed under any provision of law which related to actions so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and By-Laws of this organization authorize the Directors to so act, and such statement shall be prima facie evidence of such authority. J. Vacancies:

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1. Vacancies in this Board of Directors shall exist: a. On the death, resignation, disability of a Director. b. Whenever the number of Directors authorized is increased. c. On failure of the members in any election to elect the full number of Directors authorized. 2. Vacancies caused by the death, resignation, or disability of a Director or Directors, or by an amendment of these By-Laws increasing the number of Directors authorized shall be filled by a majority appointment of a voting member by the remaining Directors, though less than a quorum. 3. The remaining elected President or Vice President of the organization shall act as the sole chairperson when the other office of the President or Vice President is permanently vacated in the midst of his term and shall serve until such time as a majority appointment of a voting member by the remaining Directors, though less than a quorum.

K. Non-Liability of Directors: The Directors shall not be personally liable for any of the debts, liabilities, or other obligations of the Association. L. Election: 1. Officers shall either be elected at the annual meeting as defined in Article V, mail in voting or by means of online voting in such manners as may be determined by the Board of Directors. 2. The candidates receiving the highest number of votes up to the number of officers and area representatives to be elected are elected. 3. The Board shall appoint 2 people to serve as the election officers for the San Francisco Police Officers Pride Alliance, on an annual basis. The Elections officers shall maintain all elections for the organization. The elections officers shall present to the Board of Directors a result of each election to be ratified by the Board of Directors.

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ARTICLE VII OFFICERS

A. Duties of the President and Vice President: 1. The President shall be the chief executive officer of the organization and shall, subject to the control of the Board, supervise and control the affairs of the organization. 2. The President shall perform all duties incident to his office and such other duties as provided in these By-laws or as may be prescribed from time to time by the Board of Directors. 3. The Vice President shall carry on the same duties as the President in the absence of the President as well as such other duties as provided in these By-Laws or as may be prescribed from time to time by the Board of Directors. B. Duties of Treasurer: 1. Treasurer shall have charge and custody of all funds of the organization. 2. Treasurer shall keep and maintain adequate and correct accounts of the organization properties and business transactions. 3. Treasurer shall render reports and accounting to the Directors and to the members as requested by the Board of Directors or members. 4. Treasurer shall in general perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, or by these By-laws, or which may be assigned to him from time to time by the Board of Directors.

C. Duties of Secretary: 1. Secretary shall keep minutes of all meetings of members and of the Directors. 2. Secretary shall be custodian of the organization records. 3. Secretary shall maintain or oversee all online activity including but not limited to the organizations website, Online forms and Social Sites.

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4. Secretary shall generally perform all duties incident to the office of secretary and such other duties as may required by law, by the Articles of Incorporation, or by these By-laws, or which may be assigned to him/her from time to time by the Board of Directors. D. Member At Large: The duties of the member at large shall be to perform duties as may be assigned to him/ her by the Board of Directors from time to time.

ARTICLE VIII MISCELLANEOUS PROVISIONS

A. Fiscal year: The fiscal year of the organization shall be from July 1st to June 30th inclusive.

B. Organization Seal: The organization shall have a seal, which shall be in such form and contains such matter as shall be specified by resolution of the Board of Directors. The seal shall be affixed to all organization instruments, but failure to affix it shall not affect the validity of any such instruments. C. Petty Cash Fund: There shall be established a petty cash fund in the amount of at least $250.00. These funds shall be used for emergency organization business not otherwise covered by official Board requests. The treasurer shall be the custodian of these funds. Any member of the Board and Chairperson of all standing committees may draw from these funds upon request. The Treasurer then shall cause these funds to be replenished periodically to maintain the balance of $250.00. D. Principal Office: The principal office shall be established and maintained in the City of San Francisco, County of San Francisco, State of California.

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ARTICLE IX BY-LAWS
A. Effective Date of By-laws: 1. These By-laws shall become effective immediately on their adoption. 2. Unless otherwise provided, amendments to these By-laws shall become effective immediately on the adoption. B. Amendment: Subject to any provisions by law applicable to the amendment by By-Laws of non-profit organizations, these By-Laws, or any of them, may be altered, amended, or repealed and new By-Laws adopted as follows: 1. By Directors. Subject to the power of the members to alter or repeal them, by the vote of a majority of Directors present, at any special or regular meeting of the Directors at which a quorum is present, provided that written notice of such meeting and of the intention to change the By-laws is delivered to each Director at least ten (10) days prior to the date of such meeting, or by the written consent of all Directors without a meeting. 2. By Members. By the vote or written consent of a majority of the members entitled to vote, or the vote of majority of a quorum at meeting duly called and noticed for that purpose.

ARTICLE X CONSTRUCTION
A. As used in these By-Laws: 1. The present tense includes the past and the future tenses, and the future tense includes the present. 2. The masculine gender includes the feminine and neuter. 3. The singular number includes the plural, and the plural number includes the singular.
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4. The word shall is mandatory and the word may is permissive. 5. The words directors and Board have the meaning stated in Article X of these By-laws.

ARTICLE XI DONATION
The organization may accept gifts, legacies, donations, and/or contributions and in any amount and any form, from time to time upon such terms and conditions as may be decided from time to time by the Board of Directors.

IN WITNESS WHEREOF, THE UNDERSIGNED, BEING THE President, Vice President, Treasurer, Secretary, and Members At Large of the San Francisco Police Officers Pride Alliance have duly adopted these By-Laws consisting of 16 pages on this ______ day of ________________, 2011.

________________________________ President

________________________________ Vice President

________________________________ Treasurer

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________________________________ Secretary

________________________________ Member At Large

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