Russian Hill Neighbors

Creating Community in the Russian Hill Neighborhood of San Francisco

Russian Hill Neighbors Bylaws 

 ARTICLE 1: NAME  

The name of this corporation is Russian Hill Neighbors (RHN), a nonprofit public benefit corporation incorporated in the State of California. 

ARTICLE 2: BOUNDARIES 

The boundaries of Russian Hill are as follows: 

  • The south side of North Point from the east side of Van Ness Avenue to the east side of Columbus Avenue 
  • Southeast on Columbus Avenue to the west side of Mason Street 
  • South on Mason Street to the south side of Pacific Avenue 
  • West on Pacific Avenue to the east side of Van Ness Avenue 
  • North on Van Ness Avenue to the south side of North Point Street 

ARTICLE 3: PURPOSE 

RHN is a voice for residents and local businesses of Russian Hill to preserve and advance neighborhood character and quality of life through collaboration, volunteerism, and celebration of community. RHN exists for the following purposes: 

  • To encourage friendly association among residents of Russian Hill 
  • To beautify and enhance Russian Hill 
  • To protect the basic character and quality of life on Russian Hill 
  • To preserve and perpetuate Russian Hill’s historical traditions as a unique part of San Francisco’s history 
  • To ensure Russian Hill’s constructive participation in the development of the City 
  • To inform Russian Hill residents and property owners of proposed changes to the neighborhood and other community issues which may arise, and to act as a representative of the neighborhood on such issues 
  • To promote safety and security on Russian Hill 

ARTICLE 4: MEMBERSHIP AND DUES 

4.1 RHN offers multiple types of membership to individuals, businesses and organizations upon payment of the appropriate level of dues.  

4.2 Regular Membership. This membership includes both Individual and Dual (i.e., two people at the same address or family) and is open to residents within the defined area of the organization. Regular Members of good standing are entitled to:  

  • Attend member-only events (one attendance for an Individual membership, two for a Dual membership) 
  • Hold elective office 
  • Participate on and serve as chairs of committees 
  • Have one vote per Single Membership or two per Dual Membership on issues put before the General Membership  
  • Receive membership discounts and pricing when offered 

4.3 Local Business Membership. This membership is open to merchants and other businesses located within or specifically providing services within the boundaries of Russian Hill. Landlords of multi-unit buildings within the RHN boundaries are encouraged to become Local Business Members. Local Business Members of good standing are entitled to: 

  • Attend member-only events (one attendance for each Local Business membership) 
  • Hold elective office 
  • Participate on and serve as chairs of committees
  •  Have one vote per Membership on issues put before the General Membership  
  • Receive membership discounts and pricing when offered 

4.4 Associate Membership. This membership is open to persons or organizations that neither reside nor own property within RHN’s boundaries. Associate members in good standing are entitled to: 

  • Attend member-only events (one attendance for each Associate membership) 
  • Participate on committees 
  • Receive membership discounts and pricing when offered 

Associate members may not hold elective office except that the restrictions on holding elective office may be waived on an individual basis at a meeting by a majority of present and voting members of the RHN Board of Directors. A two-thirds majority of present and voting members shall also have the right to rescind this waiver. 

4.5 Establishment of dues. Dues shall be established by the Board of Directors. 

ARTICLE 5: MEETINGS OF MEMBERS AND VOTING 

5.1 Regular General Membership Meetings. There shall be at least one General Membership Meeting (Annual Meeting) to be held in the second quarter of the calendar year. Elections shall take place at the General Membership Meeting. 

5.2 Quorum. A quorum shall be twenty-five members. 

5.3 Notice. Notice of Regular General Membership Meetings shall be sent to all members at least six days before the meeting. Notice requirement is met by emailing notice to the most current email address on record with RHN. 

5.4 Special General Membership Meetings. Special General Membership Meetings may be called by the Board of Directors, or on written request of five percent of the regular members to the President or Secretary who must schedule said meeting within thirty days of receiving such written request. 

5.5 Majority. As used in these Bylaws, a majority is defined as a simple majority unless stated otherwise. 

5.6 Rules of order. RHN meetings and procedures shall be governed according to Robert’s Rules of Order (Revised) for parliamentary procedure, except as otherwise provided by these Bylaws. 

ARTICLE 6: BOARD OF DIRECTORS 

6.1 Authority and responsibility. The Board of Directors shall be authorized to actively pursue the purpose of the organization, to transact all necessary business, set or change policy within the limits of these Bylaws, and make necessary expenditures. All such actions shall be set forth in the minutes of the Board and a summary of such actions shall be reported to the General Membership. 

6.2 Composition. The Board of Directors shall consist of the following: five Members elected as Officers, the Immediate Past President (if qualified), eight Members elected as Directors, and Standing Committee Chairs.  

The Board shall be representative, insofar as is possible, of the make-up of the RHN membership.  

6.3 Officers. Officers of the organization shall be President, up to two Vice Presidents, Secretary and Treasurer.  

6.4 Qualifications for office. Officers and Directors shall be Individual or Dual Regular Members or Local Business Members in good standing of the organization. Associate Members may not serve as Officers and Directors unless allowed by a two-thirds vote of the Board of Directors.   

6.5 Nominations. Officers and Directors are nominated by the Nominating Committee, appointed by the President and approved by the Board. The Committee will be chaired by the Immediate Past President or one of the Vice Presidents.  

6.6 Election of Board Members. The Nominating Committee shall present a single slate of Officers and Directors for approval by the General Membership at the Annual Meeting.  

6.7 Terms of Office. 

(a) Officers. The regular term of office for the officers shall be two fiscal years. Officers serve until their successors are elected. Officers may be re-elected for successive terms. 

(b) Directors. The term of office for Directors shall be two successive years with four Directors elected on each alternate year. Directors serve until their successors are elected.  

(c) Committee Chairs. The term of office for Committee Chairs shall be two successive years. They are appointed by the President with ratification by a majority of the Board of Directors. Committee Chairs may serve beyond the second successive year until a successor is found.  

6.8 Vacancies or removal. The President shall fill all vacancies on the Board by appointment, subject to the approval of a majority of the Board at a regular Board meeting. Three consecutive unexcused absences from regular Board meetings shall constitute a vacancy. 

In the case of temporary absence, incapacity, resignation, or removal of the President, the Board will elect a President Pro Tem from the two Vice Presidents. In case of temporary absence, inability, resignation, or removal of both the President and the two Vice Presidents, a President Pro Tem shall be elected from among the Board Members. In case of temporary absence or incapacity of an Officer, the President shall, subject to approval of a majority of the Board, appoint one of the Directors for the duration of such absence. The Board may remove, by two-thirds vote, any Board Member from office for cause. 

6.9 Quorum of the Board. A quorum of the Board shall consist of a majority of the Board Members currently in office. 

6.10 Meetings of the Board. There will be a minimum of nine regular meetings of the Board annually. Written notice of such meetings shall be sent to all Board Members, including Officers, Directors and Committee Chairs. Special meetings of the Board may be called upon three days’ written notice to all Board Members. 

The minutes of such meetings and appended reports shall be available at reasonable times for inspection by any member. By advanced arrangement with the President, a member in good standing may request to attend a regular meeting of the Board.  

6.11 Compensation. Board Members shall not receive any compensation for their services as Board Members. 

ARTICLE 7: DUTIES OF THE OFFICERS 

7.1 President. The President shall be the Chief Executive Officer of the organization; preside at Annual, Regular, and Special Meetings of the General Membership and the Board of Directors; establish Special Committees as needed; appoint Committee Chairs, Co-Chairs and Vice-Chairs (with the approval of the Board), and be the ex-officio member of all committees; represent the organization at meetings of other organizations and the public; sign all correspondence or designate a member to do so; call meetings and enforce all rules and regulations of the organization; and perform other duties necessary to the office or as prescribed by the Board.  

7.2 Vice President(s). The Vice Presidents shall perform the duties of the President in the absence or incapacity of that officer and assist the President in any other duties as may be assigned by the President or by the Board of Directors. The Nominating Committee may recommend the election of more than one Vice President. 

7.3 Secretary. The Secretary shall keep an accurate record of all meetings of the Board of Directors; keep a record of attendance at Board meetings, recording the names of those Board members present, absent (notified) or absent (not notified); be prepared to refer to the minutes of any previous meeting of the organization; prepare a copy of the minutes and agenda for the Board members in advance of the next scheduled Board meeting; and prepare a report of actions taken by the Board at its previous meeting to be reported to the General Membership on a regular basis. 

7.4 Treasurer. The Treasurer shall be the Chief Financial Officer of the organization; be the final recipient of all monies, keep an accurate account thereof, and deposit them in the name of the organization in the bank(s) selected by the Board; pay all bills when duly authorized by the Board; submit a written report to the Board on a regular basis; and compile a financial report of the organization to be presented to the General Membership at the Annual Meeting. 

ARTICLE 8: EXECUTIVE COMMITTEE 

The Executive Committee shall consist of the Officers and two Board Members elected by the Board and may transact business and review issues which may arise between Board meetings. The actions taken by the Executive Committee shall be reported and ratified if needed at the next regular Board meeting and shall be included in the minutes.  

ARTICLE 9: STANDING AND SPECIAL COMMITTEES 

9.1 The Board of Directors shall establish up to ten Standing Committees to serve in an advisory capacity to the Board. The duties of Standing Committees shall be defined by the Board and may be changed from time to time as appropriate to issues of importance to the organization and the Russian Hill neighborhood. 

9.2 The President, in consultation with the Board of Directors, may establish Special Committees from time to time to serve in an advisory capacity and for a period deemed necessary to fulfill the duties as set out at the time the Committee was established. The Chairs of Special Committees may, at the pleasure of the President, serve in a non-voting capacity on the Board for the tenure of the committee. 

9.3 Committee Chairs. Committee Chairs of Standing and Special Committees shall be appointed by the President, subject to approval by the Board, and shall serve at the pleasure of the Board. Co-Chairs and Vice Chairs shall be appointed by the President, subject to approval by the Board. Directors may chair Standing or Special Committees. 

9.4 Meetings. Committee meetings shall be held as needed on the call of the Chair. 

9.5  No Committee or member thereof shall incur any debt or liability against the organization unless such expenditure shall have been approved by the Board of Directors in the operating budget or authorized in advance by the Treasurer.  

ARTICLE 10: ADVISORS 

10.1 Purpose. The Advisory Committee shall be established to assist and advise the Board as necessary. 

10.2 Composition. The Advisory Committee shall be composed of not more than seven former Officers, Directors, or Standing Committee Chairs, or RHN members with expertise relevant to the organization’s needs. The members of the Advisory Committee shall be appointed by the Board. The President may appoint an Advisory Committee Chair to coordinate the activities of the committee. 

10.3 Responsibilities. Each Advisor shall attend at least two Board meetings a year, in a non-voting capacity to provide advice and counsel as requested. 

ARTICLE 11: SPOKESPERSONS 

Spokespersons. Any spokesperson shall be authorized by the President to represent RHN at any event. All spokespersons shall adhere to existing policies and positions of the organization. 

ARTICLE 12: FINANCE 

12.1 Authority. The Board shall have authority over the receipts, expenditures, and assets of the organization. 

12.2 Fiscal year. The fiscal year of RHN shall be established by the Board of Directors. 

12.3 Budget. The Treasurer shall prepare the budget for the fiscal year covering all activities of the organization. The budget shall be submitted to the Board of Directors for approval. 

12.4 The financial records of the organization shall be available for inspection at reasonable times upon written request by RHN members in good standing. 

12.5 Annual financial reports are available upon written request by RHN members in good standing. 

ARTICLE 13: NONDISCRIMINATION AND HARASSMENT 

13.1 Nondiscrimination. RHN shall not discriminate or deny membership or membership privileges on the basis of race, color, creed, religion, disability, gender, sexual orientation, marital status, age, national origin, disability, or military status. These activities include, but are not limited to, hiring or firing of staff, selection of volunteers and vendors, and provision of services. 

13.2 Harassment. All forms of harassment which create an offensive environment are forbidden, including, but not limited to, insulting, intimidating or discourteous conduct, as well as derogatory jokes or comments relating to race, color, creed, religion, gender, age, disability, national origin, or sexual orientation.  

ARTICLE 14: MISCELLANEOUS POLICIES AND PROCEDURES 

14.1 Conflict of Interest. All Board members, as defined in the Bylaws, and Advisors, shall disclose to the Board any personal or financial interests that they or members of their family may have in any matters in which they participate as a Board Member or Advisor.  

14.2 Correspondence. All correspondence representing the organization’s point of view shall reflect the organization’s approved policies and positions. Committee Chairs shall draft letters and receive approval and signature of the President. If time is critical, a verbal approval by the President shall suffice. If the President is unavailable, one of the Vice Presidents or Member of the Executive Committee shall approve said correspondence. In the event the organization is called upon to express an opinion before the subject has been brought to the Board as a whole, the Executive Committee (at least three members) shall approve said letter or testimony. All electronic correspondence shall adhere to the guidelines stated in the current version of the “Russian Hill Neighbors Policy Statement on Electronic Correspondence” which was originally adopted by the Board of Directors in October 2009. 

14.3 Visitor’s attendance at Board Meetings. In general, matters brought to the Board’s attention should be referred to the appropriate committee. If the Committee Chair deems it appropriate for a visitor to address the Board, the Chair shall notify the President and request that said visitor be added to the agenda. The Chair shall explain to the visitor the time limit and content for the presentation.    

ARTICLE 15: AMENDMENTS 

15.1 Amendments. These Bylaws may be amended by a two-thirds vote of the Board of Directors except an amendment proposal to change the name or purpose of the organization. Such an amendment would require a two-thirds vote by Members in good standing at a meeting of the General Membership.  

15.2 The Bylaws shall be reviewed periodically. 

  • Revised 8/30/2010 
  • Approved 10/21/2010 
  • Revised and Approved 4/24/2014 
  • Revised and Approved 4/20/2016 
  • Revised and Approved 5/7/2019 
  • Revised 12/6/2021