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BYLAWS OF THE GOLDEN GATE BREAKFAST CLUB

ARTICLE I
NAME AND PURPOSE

SECTION A.  The name of this corporation is: GOLDEN GATE BREAKFAST CLUB.

SECTION B.  The Club is organized under the laws of the State of California as a nonprofit corporation for the purpose of fostering interest in San Francisco and promoting and encouraging good fellowship, understanding, fraternal spirit and goodwill among its members, and to mutually aid and assist in activities having for their objects better social, charitable and cultural relationships.

ARTICLE II
MEMBERSHIP

SECTION A.  Membership shall be open to all adult residents of the San Francisco Bay Area.

SECTION B.  Membership categories shall be as follows:

1.              ACTIVE.  There shall be no more than one hundred and twenty-five (125) active members, who shall be professionals, proprietors of businesses, or those in responsible positions of authority or management.

2.              SERVICE.  There shall be an unlimited number of Service members who may be assigned to that category at the discretion of the Board of Directors; provided however, that such Service member must have been an active member retired from a business, trade, profession, occupation or vocation, or an active member who has devoted at least ten (10) consecutive years to satisfactory membership.

3.              HONORARY MEMBERS.  Honorary members shall be those persons who are not members of The Golden Gate Breakfast Club and who have rendered distinguished service in public life, business or professional affairs, and shall be elected by unanimous vote of Active and Service members of this Club present at any regular meetings.  Honorary members shall not be required to pay dues or fees, nor will they be entitled to vote or hold office.

4.              MILITARY MEMBERSHIP.  Military membership may be extended at the discretion of the Board of Directors to no more than twenty-four (24) members from any branch of the military service, and upon approval of the Board of Directors, become a service member.

5.              LIFE MEMBERS.  Life members shall be active members of the Golden Gate Breakfast Club, who have distinguished themselves in the furtherance of the purposes of this club and who deserve recognition for their outstanding contributions to the Club and to the ideals for which it stands.  They shall be elected by unanimous recommendation of the Board of Directors and the unanimous vote of Active and Service members of this Club present at any regular meeting.  Life members shall not be required to pay fees or dues, nor will they be entitled to vote or hold office.

SECTION C.  Active, military, non-profit and emergency services members shall be elected in the following manner:

A sponsoring member desiring to propose a new member shall complete a recommendation form obtained from the Membership Committee and shall submit it to the Chairman of the Membership Committee for action by the Committee.

The Committee shall have thirty (30) days, from the date of submission of the recommendation, to investigate the proposed member and report to the Board of Directors.  The application may be submitted at any time prior to publication in the Bulletin.  Upon receiving a completed application, the Chairman of the Membership Committee shall e-mail the application to the GGBC Board of Directors (“Board”) for review. 

The proposed new member shall attend a minimum of three meetings and either his sponsor or assigned Membership Committee member shall notify the Membership Committee Chairperson when the attendance requirement is fulfilled.

The proposed new member’s name is published twice in the weekly bulletin, providing the general membership the opportunity to forward to the Board any objections, concerns or comments. 

The Board shall vote on the membership application of the proposed new member.  Voting shall be accomplished by e-mail and shall be conducted in the following manner:

1.              The Membership Committee Chairperson will e-mail the name(s) of all proposed new member(s) who have submitted applications, attended at least three meetings and had their names published twice in the bulletin to all members of the Board;

2.              Board Members shall have one week (seven days) from the date the e-mail containing the names of proposed member(s) was sent to submit their vote by reply e-mail;

3.              Upon receiving a majority of affirmative or negative votes (5 to 4 or better) the proposed member’s application will be processed as indicated by the vote, even if a majority of votes are received prior to the end of the seven day voting period;

4.              If the number of votes received at the end of seven days is insufficient to determine a majority, voting will be conducted at the next Board Meeting as set forth in 6, below;

5.              Proposed new members receiving a majority of affirmative votes will then be considered a member of the Club and placed into the appropriate classification (active, military, non-profit and emergency services);

6.              If a vote by the Board of Directors is required, it shall be conducted in the following manner:

a.              Upon receiving a majority of affirmative or negative votes (5 to 4 or better), the application will be processed as the vote indicates;

b.              Proposed new members receiving a majority of affirmative votes will then be a member of the Club and placed into the appropriate classification (active, military, non-profit and emergency services)

Upon induction into the Club, the new member shall forward to the Secretary a check or draft for the initiation fee and annual dues.

If there are recommendations for membership and the membership is full, a waiting list shall be maintained by the Membership Committee Chairperson.  As memberships become available, they shall be offered to those on the waiting list in the following order:  By attendance as a prospective member and then as approved by the Board of Directors.

Honorary members shall be elected in the following manner:

A sponsoring member must submit a letter of justification to the Board setting forth the following information:

7.              Name of proposed honorary member.

8.              Organization and title.

9.              The reason the sponsoring member believes the proposed new member should be given honorary status.

The proposed honorary member must attend a minimum of three meetings and his sponsor or assigned Membership Committee member shall notify the Membership Committee Chairperson when the attendance requirement is fulfilled.

The Board shall vote on the membership application of the proposed honorary member after receiving the letter of justification and after the attendance by the proposed honorary member of at least three meetings.  The voting shall be conducted by e-mail in the following manner:

1.              The Membership Committee Chairperson will e-mail to the Board the name(s) of all proposed honorary member(s) who have had submitted a letter of justification and who have attended at least three meetings;

2.              Board Members will have one week (seven days) from the date the e-mail vote was sent to submit their vote by reply e-mail;

3.              Upon receiving a majority of affirmative or negative votes (5 to 4 or better) the application will be processed as the vote indicates even if a majority of votes are received prior to the end of the seven day voting period;

4.              If the number of votes received at the end of seven days is insufficient to determine a majority, voting shall be conducted at the next Board Meeting as set forth in paragraph 5;

5.              If the Board of Directors are required to vote on the membership of a prospective honorary member, that procedure shall be conducted in the following manner:

a.              Upon receiving a majority of affirmative or negative votes (5 to 4 or better), the application will be processed as the vote indicates;

The proposed honorary member’s name shall be published once in the weekly bulletin, thereby providing the general membership the opportunity to forward to the Board any objections, concerns or comments regarding the proposed honorary member. 

A general membership vote shall be conducted with respect to all proposed honorary members.  The proposed honorary member shall not be present on the day of the general membership vote.  The vote shall be taken by a show of hands from the general membership in attendance and membership shall be determined by a showing of a majority of affirmative votes by members then in attendance at the time of the vote.  This vote shall be taken only after the submission of a letter of justification, the proposed honorary member has attended three meetings, the Board has reviewed and voted on the membership application and the proposed honorary member’s name has been published once in a weekly bulletin.

SECTION D.  Life members shall become members of the Club in the following manner:

Life members shall be considered active members of the Club who have distinguished themselves in the furtherance of the purposes of the Club and who deserve recognition for their outstanding contributions to the Club and the ideals for which it stands.

They shall be elected by unanimous recommendation of the Board of Directors and the unanimous vote of active and service members of the Club present at any regular meeting.  Life members shall not be required to pay fees or dues, nor will they be entitled to vote or hold office. 

ARTICLE III
FEES AND DUES

Initiation fees and annual dues shall be determined and fixed by a duly adopted resolution of the Board of Directors.  The current initiation fees and annual dues are as set forth in Exhibit 1 to these Bylaws.

ARTICLE IV
RESIGNATIONS

The resignation of any member shall become effective upon written notice to the President or Secretary of the Club and acceptance by the Board of Directors.

Members from the non-profit category may propose a replacement to represent the member’s business or organization.  The proposed replacement is required to complete the regular membership process.  Upon an affirmative vote by the Board, the proposed replacement shall become a new member in the appropriate category.

Provided the non-profit organization’s initiation fee and annual dues have been paid, new non-profit members will not be billed for the current year.

ARTICLE V
OFFICERS AND DIRECTORS

SECTION A.  The officers of the Golden Gate Breakfast Club, who shall also be Directors, shall consist of a President, a First Vice President, a Second Vice President, a Secretary and a Treasurer, all of whom shall be Active or Service members.

SECTION B.  The Board of Directors shall be composed of nine (9) members, including the aforesaid officers, all of whom shall be Active or Service members.

SECTION C.  There shall an additional officer, namely an Administrative Secretary, who shall be an Active or Service member and a director.

ARTICLE VI
ELECTIONS

SECTION A.  There shall be elected from the membership on the second Wednesday of December of each calendar year a President, a First Vice President, a Second Vice President, a Secretary, a Treasurer, and a sufficient number of Directors to bring the total Board of Directors to nine (9) members, all of whom shall serve in their respective capacities for the term of one (1) year.

SECTION B.  All officers and Directors elected on the second Wednesday of December of each calendar year shall take office on the first Wednesday meeting in January of the year following their election.

SECTION C.  The administrative secretary shall be elected by the Board of Directors and shall serve in that capacity for a three (3) year term.  The Administrative Secretary shall not be eligible for successive terms of office but may again be elected to the office of Administrative Secretary three (3) years after the expiration of the term of office.

ARTICLE VII
QUALIFICATIONS OF OFFICERS

SECTION A.  No officer or Director other than the Administrative Secretary shall receive any compensation for any services rendered to this Club, but they may receive reimbursement for expenses as may be fixed by resolution of the Board.

SECTION B.  Should any Director be absent for three (3) successive meetings of the Board of Directors, either regular or special, duly noticed, the Board of Directors may declare the office of said Director, or any other office the director may hold, vacant, by a resolution to that effect, whereupon the Board shall have the power to fill that office or offices.

SECTION C.  Should an office become vacant through the resignation of any officer or Director, the Board of Directors shall have the power to elect an officer or Director to fill the unexpired term of that office.

ARTICLE VIII
MEETINGS

SECTION A.  This Club shall hold regular membership meetings on Wednesday of each week, commencing at 7:30 a.m., unless a legal holiday shall fall on Wednesday, in which event the meeting shall be held on the day previous to such holiday, or the day following such holiday, or dispensed with entirely for the week in which the holiday occurs, at the discretion of the President or the Board of Directors.

SECTION B.  The place of such meetings shall be designated by the Board of Directors.

SECTION C.  An attendance of 33 1/3% or more of Active or Service members in good standing shall constitute a quorum for the transaction of business at any meeting of the Club.  Members shall exercise their best efforts to attend a minimum of one meeting a month.

SECTION D.  Special membership meetings may be called when considered necessary by the President or the Board of Directors.

ARTICLE IX
RULES OF ORDER

Those rules contained in Roberts Rules of Order, revised, shall govern all members' meetings and Directors' meetings of the Club, except in instances of conflict between said Rules of Order and the Articles or Bylaws of the Club or provisions of law.

ARTICLE X
AMENDMENTS

These Bylaws may be amended or repealed, or new Bylaws may be adopted by the vote of a majority of the active and service members of the Club at a duly noticed regular membership meeting.  Any proposed changes in the Bylaws shall originate with the Board of Directors, provided, however, any proposed changes shall be published in the Club Bulletin for two (2) consecutive weeks and at the following regular meeting after the second publication, the active and service members in attendance shall vote on said proposed changes.

ARTICLE XI
DUTIES OF OFFICERS

SECTION A.  PRESIDENT.  The President shall be executive officer of the Club and, subject to the control of the Board of Directors, shall have general supervision, direction and control of the affairs of the Club and, subject to the approval of the Board of Directors, shall appoint all committees, other than the Nominating Committee.  The President shall preside at all meetings of members and meetings of the Board of Directors.

SECTION B.  FIRST VICE PRESIDENT.  The First Vice President shall, in the absence or disability of the President, perform all duties of the President, and when so acting shall have the powers of and be subject to the restrictions upon, the President. The First Vice President shall perform such other duties as may be assigned by the Board of Directors or the President.

SECTION C.  SECOND VICE PRESIDENT.  The Second Vice President shall, in the absence or disability of the President and First Vice President, perform all the duties of the President, and when so acting shall have the powers and be subject to the restrictions upon, the President. The Second Vice President shall perform such other duties as may be assigned by the Board of Directors or the President.

SECTION D.  SECRETARY.  The Secretary shall keep a record of the transactions of each meeting of the membership and perform such other duties as ordinarily appertain to that office or may be imposed upon the Secretary by the President or the Board of Directors.

SECTION E.  TREASURER.  The Treasurer shall keep and maintain adequate and correct books of account, showing receipts and disbursements of the Club and an account of its cash and other assets, if any.  Such books of account shall at reasonable times be opened to inspection by any member or Director.

The Treasurer shall deposit all monies of the Club with such depositories as are designated by the Board of Directors, and shall disburse the funds of the Club as may be ordered by the Board of Directors, and shall render to the President or the Board of Directors, upon request, statements of the financial condition of the Club.

SECTION F.  ADMINISTRATIVE SECRETARY.  The Administrative Secretary shall keep or cerise to be kept at anyplace the Board of Directors may specify, a book of minutes of all meetings of the Directors, and shall keep and maintain there all membership files and a membership roster for the Club, showing the name, address, and membership category of each member.  The Administrative Secretary shall conduct the official correspondence of the Club and shall perform such other duties as may be designated by the Board of Directors.

ARTICLE XII
DUTIES OF THE DIRECTORS

SECTION A.  The Board of Directors shall be responsible for the execution, through its officers, of the authorized policies of the Club.  They shall authorize all expenditures; hold a regular meeting at least once every two (2) months; hold special meetings when called by the President of the Club, or by written request of twenty-five (25) Active or Service members of the Club in good standing; designate the depository of the funds of the Club; pass upon all the proposals for membership; initiate, consider or reject resolutions or endorsements of any project within the scope of the objectives of the Club.

SECTION B.  A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business.  Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present, shall be regarded as the act of the Board of Directors, unless a greater number be required by law, other provisions of these Bylaws, or by the Articles of Incorporation.

SECTION C.  The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though a meeting had been duly held, if each of the Directors not present approves in writing the minutes of such meeting.  All such approvals shall be filed with the records of the Club or made apart of the minutes of the meeting.

ARTICLE XIII
COMMITTEES

SECTION A.  There shall be the following permanent committees:

1.              MEMBERSHIP COMMITTEE.  The membership Committee shall promote the obtaining of members of the Club, shall investigate the character, probity and eligibility of persons proposed for membership and shall report their findings to the Board of Directors and indicate approval or disapproval of each proposal for membership.  Nothing herein contained shall prevent the Board of Directors from approving any proposed member who has not received the approval of the Membership Committee.

2.              PROGRAM COMMITTEE.  The Program Committee shall prepare and arrange programs for the regular meetings.

3.              SUNSHINE COMMITTEE.  The Sunshine Committee shall be responsible for visitation and communication with members who are sick or shut in and for dissemination of information to the general membership regarding members who are ill or in need of fellowship.

4.              GREETING COMMITTEE.  The Greeting Committee shall be responsible for greeting members and guests and distributing badges at weekly meetings.  All new members shall serve four (4) consecutive months on the Committee.

5.              ATTENDANCE COMMITTEE.  The Attendance Committee shall keep a record of the attendance of the members and report to the Board of Directors any absences which may warrant forfeiture of membership.

6.              SPECIAL EVENTS & ACTIVITIES COMMITTEE.  The Special Events and Activities Committee shall be responsible for recommending, planning and coordinating periodic social, other activities and special events for Club participation.

7.              NOMINATING COMMITTEE.  The Nominating Committee shall consist of the immediate past president and four (4) other past presidents who shall be chosen by the immediate past president.  The Nominating Committee shall be responsible for presenting to the membership its nominations for officers and Directors of the Club to be elected for the following year.  No member of the Nominating Committee shall be nominated for any office by the Committee and nothing herein contained shall prevent any Active or Service member, in good standing, from making nominations from the floor at anytime after the report of the Nominating Committee for any of the offices to be filled.  The Nominating Committee shall submit its report not later than the first Wednesday of December of each and every year.

SECTION B.  The Membership, Program, Sunshine, Greeting, Attendance and Special Events committees shall be appointed by the President, with approval of the Board of Directors.  The President shall be an ex officio member of the aforesaid committees which shall consist of at least three (3) members, exclusive of the President.

ARTICLE XIV
MISCELLANEOUS

SECTION A.  No resolution giving endorsement to any public movement or enterprise shall be presented at the Club meetings, unless it has been first presented to and received approval of the Board of Directors.

SECTION B.  The Club at no time shall endorse or recommend any candidates for political office.  No religious discussions shall be tolerated at the meetings of the Club.

SECTION C.  The Board of Directors may design, approve and designate an emblem of this Club, and shall prescribe the uses to which such an emblem may be put to use by the members.

SECTION D.  The records of this Club shall consist of its Articles of Incorporation, Bylaws, and amendments thereof, minutes of all meetings of members and the Board of Directors, a register of members and such other records as shall be designated from time to time by the Board of Directors.

SECTION E.  The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Club and such authority may be general or confined to specific instances; and, unless so authorized by the Board of Directors, no officer, agent or other person shall have any power or authority to bind the Club by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount.

SECTION F.  Unless the context requires otherwise, the general provisions, rules of construction and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws.  Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural and the plural includes the singular, and the term "person" includes both a legal entity and a natural person.