1. NAME.

The official name of this organization shall be THE SAN FRANCISCO MUNICIPAL EXECUTIVES’ ASSOCIATION (the “Association”).

2. PURPOSE.

The purpose of the Association shall be:
o To enhance the quality of life for all San Franciscans and visitors by promoting sound governmental practices, supporting professional excellence for the City and County’s managers, and maintaining the highest ethical standards in the delivery of services to the public.
o To represent Members in their employment relationship.
o To advocate for Members in relations with the employing agencies and the general public.
o To cultivate professional and social relationships among Members.
o To negotiate and administer collective bargaining agreements for Members in represented bargaining units.
o To promote and protect the collective interests of the Association and its Members.

3. NONPROFIT OPERATION.

A. The Association does not contemplate pecuniary gain or profit to its Members and is organized for nonprofit purposes.

B. Notwithstanding any of the statements of purpose and powers contained in these Bylaws, this Association shall not, except to an insubstantial degree, engage in the activities or exercise any powers that are not in furtherance of the specific purposes of the Association.

4. OFFICE.

The principal office of the Association shall be located at 870 Market Street, Suite 490, San Francisco, CA 94102. The Board of Directors may, at any time, establish substitute, branch or subordinate offices at any place or places where the Association is qualified to conduct business. The mailing address for the Association is 870 Market Street, Suite 490, San Francisco, CA 94102.

5. ASSOCIATION OBLIGATIONS

A. Association Obligations include, but are not limited to:
(1.) Organizing new units and/or classifications;
(2.) Contract negotiations and enforcement; and
(3.) Representation.

B. Members or represented individuals shall direct inquiries regarding employee/employer relations to staff.

C. Discipline
(1.) The costs associated with representing regular Members in investigative interviews, Skelly Hearings and/or other disciplinary hearings shall be paid from regular dues.
(2.) Represented Non-Members who request and utilize Association representation in investigative interviews, Skelly Hearings and other disciplinary hearings shall be required to pay for the cost of Association representation at the following rates:
o Association labor representative: $ 200 - $250 per hour
o Association legal counsel: actual cost

6. NO DISCRIMINATION.

No member of the Association (“Member”) shall be favored or discriminated against, directly or indirectly, in any facet of Association membership, right, privilege or benefit because of the Member’s race, color, creed, national origin, religion, sex, gender identity, sexual orientation or political affiliation.

7. MEMBERSHIP.

A. Good Standing. For purposes of these Bylaws, a “Member in Good Standing” shall be defined as a Member who has submitted to the Association their membership application and dues deduction authorization form prior to any regular or special meeting of the Members, whose membership is accepted by the Board, who is not suspended and whose membership has not been terminated, and who has complied with all other applicable requirements of membership in the Association.

B. Classes of Membership. The Board of Directors (“Board”) shall review all applications for membership in the Association. Once an application is accepted, the Board shall classify each Member according to the following classes of membership:

(1.) Regular Members. A “Regular Member” is any person employed in a management position with a governmental agency of the City or County of San Francisco, the San Francisco Superior Court, the San Francisco Municipal Transit Agency, the San Francisco Police Department Command Staff, and the San Francisco Fire Department Command Staff, whose classification has been assigned to a bargaining unit represented by the Association and whose application has been accepted by the Board. A Regular Member shall pay dues, may serve on the Board and hold office, serve on committees, and is eligible to vote on issues of the Association, all as herein provided.

(2.) Associate Members. An “Associate Member” is any person who is employed in a management position with a governmental agency of the City or County of San Francisco, the San Francisco Superior Court, the San Francisco Municipal Transit Agency, the San Francisco Police Department Command Staff, and the San Francisco Fire Department Command Staff whose classification has not been assigned to a Bargaining Unit and whose application has been accepted by the Board. An Associate Member shall pay dues and shall be eligible to vote on issues of the Association, all as herein provided.

(3.) Retired Members. A “Retired Member” is any person who was a Regular Member or Associate Member of the Association, and has retired from their management position. A Retired Member shall not be required to pay regular dues. Retired members who wish to continue to participate in the organization may be assessed an annual administrative fee of $50. Retired Members are not eligible to serve on the Board, nor may they hold office, and except as otherwise herein provided, are not eligible to vote on issues of the Association.

(4.) Honorary Members. An “Honorary Member” is any person to whom the Board has awarded honorary membership on behalf of the Association. An Honorary Member shall not be required to pay dues. An Honorary Member is not eligible to serve on the Board, nor hold office, and except as otherwise herein provided, is not eligible to vote on issues of the Association.

(5.) Represented Non-Members. A “represented non-member” is a person who meets the criteria for “regular member” under 7(B)(1) but has not joined the Association.

C. Termination, Expulsion and Suspension of Membership. Membership in the Association may be terminated, expelled or suspended upon the occurrence of any of the following events:

(1.) Voluntary Resignation. Voluntary resignation of a Member with written notice to the Association.

(2.) Ineligibility. The occurrence of any event that renders a Member ineligible for membership, or the failure of any Member to satisfy the membership qualifications set forth herein or otherwise promulgated by the Association.

(3.) Failure to Pay Dues. The failure to pay dues, fees or assessments (if the Member is so required by these Bylaws) on the due date, unless on an approved leave of absence with the City and County of San Francisco.

(4.) Expulsion and Suspension. A Discipline Committee may be authorized by the Board to investigate and make a determination as to whether or not a Member has in a material and serious manner failed to observe the rules of conduct of the Association, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the Association.

a. The Discipline Committee shall be comprised of three (3) Members in Good Standing of the Association named by the Executive Committee. The Discipline Committee members shall serve as needed. An officer of the Association shall not be precluded from serving on the Discipline Committee. At least one member shall be a Member not currently serving on the Board.

b. The Executive Committee may temporarily suspend a member when they determine the situation warrants immediate suspension. At the next regularly scheduled board meeting, the Board may determine to continue the suspension until such time as a decision is issued on the matter by the Discipline Committee.

c. If the Discipline Committee determines that a reasonable basis exists for the expulsion or suspension of a Member hereunder, the Discipline Committee shall follow the procedure set forth below:

 (i.) The Discipline Committee shall give the Member fifteen (15) days prior written notice of the proposed expulsion or suspension, which shall set forth the reasons for the proposed expulsion or suspension. Notice shall be given by any method reasonably calculated to provide actual notice, and also shall be sent by first class or registered mail to the Member’s last address as shown on the Association’s or the City’s or the County’s records.

 (ii.) The Member shall be given an opportunity to be heard by the Discipline Committee, either orally or in writing, at least five (5) days before the effective date of the proposed expulsion or suspension. The hearing shall be held, or the written statement shall be considered, by the Discipline Committee.

 (iii.) Within seven (7) days of the date of consideration by the Discipline Committee of the Member’s challenge to a proposed expulsion or suspension, the Discipline Committee shall vote upon the proposed expulsion or suspension. In the event that a majority of the Discipline Committee votes in favor of the proposed expulsion or suspension, the Member shall be suspended or expelled as the Discipline Committee so determines.

 (iv.) Any expelled or suspended Member may appeal a determination of expulsion or suspension by serving a Notice of Intent to Appeal to the full Board of the Association within twenty (20) days of the effective date of the expulsion or suspension. All appeals shall be subject to hearing before the Board. The ruling of the Board following the appeal hearing shall be final and binding upon the expelled or suspended Member, and shall represent the final decision of the Association with respect to that matter.

D. Dues.

(1.) The dues of the Association shall be as recommended by the Board and approved by a majority of the Members eligible to vote and in attendance at the meeting at which the dues increase is noticed as an agenda item. Special assessments on Members must be approved by a majority of Members eligible to vote and present at any regular or special meeting of the Membership, provided that the proposed assessment is identified in the notice of the meeting. Except for the Retired Members and Honorary Members (who are not obligated to pay dues or assessments), no Member shall be exempted from the obligation to pay dues and assessments.

(2.) The Association shall timely submit any request to initiate, change, or cancel deductions from represented employees’ pay. Members who request to discontinue paying dues agree that dues deductions will continue until such time as the City processes their request to discontinue paying dues.

E. Contributions.
“Contributions” as used in this Section means Association membership dues, initiation fees, premiums for Association-sponsored insurance programs, political action funds, other contributions, and any special membership assessments, as established and as may be changed from time to time by the Association. In order for the City to deduct Contributions from a represented employee’s pay, the Association shall submit a request and certification by an authorized representative of the Association, confirming that the Association has and will maintain a voluntary written authorization signed by that employee authorizing the deduction.

8. MEMBERSHIP MEETINGS.

A. Regular Meetings. Regular meetings of the Members shall be held at least quarterly. The Board shall determine the dates, times and locations of regular meetings. At least seven (7) days in advance of a regular meeting, the Association shall notify all Members in Good Standing of the date, time and location of the regular meeting. The Board may cancel any regular meeting; however, two (2) consecutive regular meetings of the Members may not be cancelled except by a two-thirds vote of the Board.

B. Special Meetings. Special meetings of the Members may be called by the President or by a majority of the Board. At least seven (7) days in advance of a special meeting, the Association shall notify all Members in Good Standing of the date, time and place of the special meeting.

C. Memoranda of Understanding (MOUs) Ratifications. MOUs shall be presented for ratification at regular or special meetings. Affected members shall be notified in writing at least seven (7) days prior to a ratification meeting. Affected members shall be provided with a summary of all changes to the MOU prior to the start of any regular or special meeting at which an MOU is to be considered.

D. Voting. Unless a vote of greater number is required pursuant to these Bylaws, the vote of a simple majority of the Members eligible to vote and present at a meeting shall be sufficient to decide any issue presented to the membership. Voting may be by voice or ballot, except that any election of the Board or officers must be by ballot if, before voting begins, demanded by any Member eligible to vote and present at the meeting. All business of the Association conducted at membership meetings shall be conducted on the principle that a Member eligible to vote shall be entitled to cast one (1) vote only. Original ballots shall be maintained in the Association’s files for a period of sixty (60) days following the vote. After expiration of the 60-day period, the original ballots may be destroyed, but the results of the votes must be maintained in the Association’s files for one (1) year.

E. Voting Eligibility. Only Regular and Associate Members shall be eligible to vote on issues presented by the Association. Only members who are in classifications assigned to a Bargaining Unit represented by the Association shall be eligible to vote on Bargaining Unit matters. Voting to ratify a successor MOUs shall be limited to Members who are eligible to vote and incumbents in classes assigned to bargaining units covered by the particular MOU and who are present at the ratification meeting.

F. Agenda. The notice of a regular or special meeting of the membership shall enumerate the matters to be discussed, and no other business shall be taken up, discussed, or decided upon by the membership at any meeting unless it is enumerated in the notice of said meeting, or otherwise approved by a majority of Members eligible to vote and present at the meeting.

G. Robert’s Rules. “Robert’s Rules of Order” shall govern the conduct of all meetings of the Association, and shall prevail over any other parliamentary rule not explicitly provided for in the Bylaws.

9. BOARD OF DIRECTORS.

A. Composition. The Board shall consist of no less than eleven (11) members and no more than fifteen (15) members made up of all four (4) of the officers identified in Section 10 hereof and seven (7) to eleven (11) Regular Members in Good Standing, all of whom shall be elected in accordance with Section 12 hereof. To preserve fairness in representation, the Board recommends – but does not require – a minimum of one Board seat to be allocated for each separate contract negotiated by the Association, in accordance with the organizations listed in Section 7.

B. Powers. The ultimate administrative authority of this Association shall be vested in the Board. The President and the Board shall have the right to delegate administrative powers to the Staff of the Organization. Notwithstanding the generality of the foregoing, the duties of the Board shall be as follows:

(1.) To meet as often as required for the proper functioning of the Association.
(2.) To establish goals and objectives for the Association, and work towards those goals and objectives.
(3.) To formulate and be responsible for the interpretation, administration, and execution of the policies and procedures established by the Board.
(4.) To fill all vacancies among the Officers and Board Members until the next regular election.
(5.) To determine the merit of potential action on behalf of a Member or the Association.
(6.) To advise the President.
(7.) To handle all Association problems that arise at membership meetings and to develop solutions, formulate policies and make recommendations for the good of the membership and the Association
(8.) To take any appropriate action on business brought before it by committees and staff of the Association
(9.) To take all actions necessary or appropriate to comply with any laws, regulations or contracts.
(10.) To recommend dues and assessments for approval by the Members as herein provided.
(11.) To perform such other duties as are provided or are delegated to the Board herein or from time to time.
(12.) To be accountable for the overall direction of the Association.

10. BOARD MEETINGS.

A. Meetings. The Board shall meet at least once each month, at a time and place to be designated by the President. The Board shall also meet, including attendance by phone call-in, at such a time and place as may be directed by the President or by a vote of seven (7) Directors, upon two (2) days’ notice duly given to all of the Directors.

B. Quorum. A quorum at all Board meetings shall consist of no less than:
(1.) Five (5) of eleven (11) Directors;
(2.) Six (6) of twelve (12) Directors;
(3.) Six (6) of thirteen (13) Directors;
(4.) Seven (7) of fourteen (14) Directors; or
(4.) Seven (7) of fifteen (15) Directors.

C. Unless otherwise herein provided, each Director shall be entitled to cast one (1) vote, and no voting by proxy shall be allowed at any meeting of the Board.

D. Expenses. The Directors may not receive any compensation for their services as such, but may receive reasonable reimbursement of expenses as may be fixed or determined by resolution of the Board.

11. OFFICERS AND EXECUTIVE COMMITTEE.

A. Officers. The Officers of this Association shall be the President, Vice-President, Treasurer and Secretary. All Officers must be Regular Members in Good Standing of the Association and be elected in accordance with Section 11 hereof. The Officers of the Association shall serve as the Executive Committee.

B. President. The President shall be the Chief Executive Officer of the Association and shall, subject to the control of the Board and the Members, as set forth in these Bylaws, be responsible for the general supervision, direction, and control of the business and the officers of this Association. The President shall preside at all meetings of the Members and the Board, and shall decide questions of order. The President shall appoint departmental and or site representatives who shall serve to disseminate information and to encourage and facilitate eligible employees to join the Association. The President shall also review or sign official reports, certificates, documents, or correspondence that may require the Association’s signature. The President shall make official representation for the Association; provided, however, that the President shall bring all basic policy matters to the Board for decision before making any official representation thereon.
The President shall have and possess the general powers and duties of management usually vested in the office of the President of a corporation. The President shall have the power to create committees deemed necessary, and shall have the power to appoint to such committees the Chair and Members who are willing to accept said appointment.

C. Vice-President. The Vice-President shall assist the President in the execution of the duties of the President. The Vice President shall perform the duties of the President during any absence of the President.

D. Treasurer. The Treasurer shall review the deposit, collection and disbursement of all funds in accordance with these Bylaws. The Treasurer shall supervise preparation of and submit to the Association a proposed annual budget and an itemized statement of all receipts and disbursements for the previous fiscal year. The Treasurer shall supervise or perform other accounting and financial duties as may be required by the Board or the membership, including audits and preparation of tax returns.

E. Secretary. The Secretary shall review the minutes of the Association to ensure they are accurate and complete minutes of all meetings. The Secretary shall review member information records including member name, member contact information and membership category. The Secretary shall review records of the correspondence and business of the Association. The Secretary shall maintain an official copy of these Bylaws and make copies available to any Member in Good Standing upon request. The Secretary shall perform such other duties as may be required by the Board or the membership. At the time of expiration, or termination of the Secretary’s tenure of office, the Secretary shall deliver to their successor all documents belonging to the Association or to the office of Secretary.
The Officers and the Board of Directors shall have the right to delegate the exercise of administrative powers to the staff of the Organization

12. ELECTIONS AND VACANCIES OF BOARD OF DIRECTORS.

A. Composition. The Board shall consist of the following eleven (11) to fifteen (15) Members of the Association: President, Vice President, Treasurer, Secretary and seven (7) to eleven (11) Members in Good Standing duly elected by the Members in accordance with these Bylaws. To preserve fairness in representation, the Board recommends – but does not require –a minimum of one Board seat to be allocated for each separate contract negotiated by the Association, in accordance with the organizations listed in Section 7.

B. Nominating Committee. The Association shall have a Nominating Committee which shall consist of three (3) Regular Members in Good Standing. The Board shall establish procedures for the Nominating Committee and confirm a Chairperson. The Chair shall propose two (2) additional members for confirmation by the Board.

C. Term of Office. The term of office for Officers and Directors of the Association shall be four (4) years.

D. Elections. Election of Officers shall be held at the second quarter general membership meeting in even fiscal years. The Directors shall be classified into two groups for the purpose of providing, as nearly as numerically possible, for the election of one-half of the Board every four (4) years.

E. Successive Terms. Officers or Directors may succeed themselves in office, and there shall be no limit to the number of consecutive terms they may serve.

F. Vacancies. A vacancy on the Board shall be filled by the President in accordance with procedures established by the Nominating Committee. Each Director or Officer so appointed shall hold office until their successor is duly elected or appointed, as the case may be.

G. Election Schedules. The Board Secretary and Association staff shall publish Board election schedules annually on the Association website, including term start and expiration dates for all Board members.

13. PERSONNEL COMMITTEE.

A. Composition of Committee. The Personnel Committee shall be comprised of the President, Vice-President, and one Director selected by the Board.

B. Duties. The Personnel Committee shall:
i. Complete periodic and annuals reviews of the performance of the Executive Director;
ii. Engage in recruitment and succession planning for the Executive Director and Association Staff;
iii. Review salary/compensation packages of the Executive Director and Association Staff, to stay in line with equivalent City and County of San Francisco job classes; and
iv. Perform other duties related to personnel matters as directed by the Board.

14. REMOVAL OF OFFICERS AND DIRECTORS.

A. Officers or Directors may be removed for cause, including repetitive unexcused absences as determined by two-thirds vote of the Board. The President may temporarily suspend a Board member where they have determined the situation warrants immediate suspension, i.e. for cause. At the next regularly scheduled board meeting, the Board may determine to continue the suspension until such time as a decision is issued on the matter following a just cause hearing.

B. The Board may temporarily suspend the President by a vote of eight directors. At the next regularly scheduled board meeting, the Board, by a vote of eight Directors, may determine to continue the suspension until such time as a decision is issued on the matter following a just cause hearing.

C. Officers or Directors may request a just cause hearing, which shall be conducted by the Discipline Committee. The recommendation of the Discipline Committee shall be presented to the Board for final determination.

15. INDEMNIFICATION.

A. Right of Indemnity. To the fullest extent permitted by law, the Association shall indemnify its Officers, Employees and other persons described in Section 7237(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any “proceeding”, as the term is used in that section, and including an action by or in the right of the Association, by reason of the fact that the person is or was a person described in that section. “Expenses”, as used in these Bylaws, shall have the same meaning as in Section 7237(a) of the California Corporations Code.

B. Approval of Indemnity. On written request to the Board by any person seeking indemnification pursuant to Section 14(A), the Board shall promptly determine whether the applicable standard of conduct has been met, and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification because the number of members who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of directors who are not parties to that proceeding, the Board shall promptly call a meeting of the Members eligible to vote. At that meeting, the Members eligible to vote shall determine whether the applicable standard of conduct has been met and, if so, the Members eligible to vote and present at that meeting in person shall authorize indemnification. (Section 7237 of the California Corporations Code)

C. Advancement of Expenses. To the fullest extent permitted by law, and except as otherwise determined by the Board, in any specific instance, expenses incurred by a person seeking indemnification under this Section, in defending any proceeding covered by this Section, shall be advanced by the Association before final disposition of the proceeding, on receipt by the Board of an undertaking by or on behalf of that person, that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Association for those expenses.

D. Insurance. The Association shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its Directors, Officers, Employees and other Agents, against any liability asserted against or incurred by any Director, Officer, Employee or Agent in such capacity or arising out of the Director’s, Officer’s, Employee’s or Agent’s status as such.

16. DISBURSEMENTS.

Association funds shall be expended only in accordance with the Association’s annual budget, which shall be prepared by the Treasurer, approved by the Board and presented to the Members eligible to vote at the fourth quarter general membership meeting of the preceding fiscal year. The Board may authorize the Association to modify the budget in its reasonable discretion; provided, however, that an increase in the budget in excess of twenty percent (20%) over the approved budget shall require the approval of Members eligible to vote at a meeting at which the budget modification is noticed. The Board shall present a complete financial report to the membership at the first quarter general membership meeting of the following fiscal year.

17. DISSOLUTION.

The properties and assets of this nonprofit association are irrevocably dedicated to nonprofit purposes. No part of the net earnings, properties, or assets of this association, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any Member, Director, Officer or Employee of this association. Upon dissolution, all remaining properties and assets of the Association shall be distributed and paid over to an organization dedicated to nonprofit purposes which has established its tax-exempt status under Internal Revenue Code Section 501(c) or equivalent statute.

18. AMENDMENT.

These Bylaws may be amended by a majority vote of the Members eligible to vote, present and voting at any regular meeting, provided that a copy of the proposed amendment shall have been circulated, together with a copy of the pertinent section of the Bylaws to be amended, as part of the meeting notice and agenda at least seven (7) days prior to the regular meeting at which the amendment is to be acted upon. An amendment of these Bylaws may be proposed by the Board or by a petition signed by ten percent (10%) of the Members eligible to vote, provided that such amendment is first presented to the Board for review and revision as the Board deems appropriate prior to submission to the membership.

CERTIFICATION

I, the undersigned, do hereby certify:
1. That I am the duly elected and acting Secretary of the Association; and
2. That the foregoing bylaws comprising 13 pages constitute the Bylaws of said Association.

IN WITNESS WHEREOF, I have hereunto subscribed my name on ___________________________, 2024.
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