1. Bylaws Update
Hewlett-Packard
Palo Alto, CA
November 16, 2013

2. Special thanks to
Maddi Sojourner
Steve Kuhn

3. Objectives
• Better reflect the needs of the organization
• Promote and reward broader participation
• Allow member dues to be collected
• Allow for regional & national expansion
• Ensure sustainable longer-term operation
• More clarity on operational procedures
• Fill in gaps and provide specifics
• Ensure regulatory compliance

4. Overview
Old Bylaws New Bylaws
Articles 12 13
Pages 7 8
Words 1,853 2,539
Paragraphs 71 83
Lines 247 308
Characters 11,040 12,398

5. ARTICLE ONE – ORGANIZATION
3. The organization may, at its pleasure,
change its name by a majority vote of the
membership body.
4. The organization shall be established as
a non-profit 501(c)(3) organization in
accordance with Federal Internal Revenue
Service and with State of California
regulations.
5. The principal office and any other office(s)
shall be located at such place(s) as
the Board of Directors shall authorize.

6. ARTICLE TWO – PURPOSE
1. To provide a community for owners of the
Nissan LEAF, encourage knowledge sharing
and experimentation and to help enhance
overall ownership experience.
2. Promote widespread adoption of electric
vehicles by education, public outreach and
interaction with EV manufacturers, and
To act as a source of unbiased information
for the membership, other organizations
and the public.

7. ARTICLE TWO – PURPOSE
3. Participate in events to publicize and
demonstrate the benefits of electric vehicles.
To promote the use of and education about
electric vehicles such as the Nissan LEAF
by education, outreach and through the use
of social media, websites, blogs, wikis, and
other forms of communication designed to
inform the public.

8. ARTICLE TWO – PURPOSE
4. To promote and organize public events and
exhibits for the purpose of informing the public
on the progress of electric vehicle technology
and help promote the Nissan LEAF.
5. To establish a positive relationship with
Nissan, other manufacturers, related
organizations, advisory committees,
government agencies, and individual electric
vehicle advocates to provide constructive
feedback and foster unencumbered exchange
of information.

9. ARTICLE THREE – MEMBERSHIP
1. Membership in this organization shall be
open to all who have an interest in electric
vehicles, and membership is dues-free. While
the primary focus is the Nissan LEAF, owners
of all EVs are welcomed at gatherings,
whether formal or social.
of information.
3. An associate member shall be defined as
a person who attends a SF BayLEAFs monthly
meeting, participates online, registers on the

10. ARTICLE THREE – MEMBERSHIP
attendance sheet or online and provides
a valid email address. Members can be
Nissan LEAF drivers, potential Nissan LEAF
drivers or prospects interested in the Nissan
LEAF. The attendance sheet will include
a statement with the option to opt out from
becoming a member. Existing members will
be free to revoke their membership in person
or online. The membership list will be
available to SF BayLEAF members upon
request.

11. ARTICLE THREE – MEMBERSHIP
4. A member shall be defined as a person
attends a SF BayLEAFs monthly meeting,
registers on the attendance sheet and
provides a valid email address, and is
a Nissan LEAF driver, potential Nissan LEAF
driver or interested in a Nissan LEAF.
as defined in article three, paragraph 3 above
who has also shown an additional level of
participation by either donating an amount
of $<work> dollars or by volunteering <work>
hours.

12. ARTICLE THREE – MEMBERSHIP
5. All members shall be required to abide by
the code of conduct.

13. ARTICLE FOUR - MEETING
1. The annual membership meeting of this
organization shall be held on the same day of
the month of April each and every year as that
of the regular meeting of the San Francisco
Bay Area Nissan LEAF Owners Association.
yearly, at a time and location determined by
the board of directors.
2. Regular meetings of this organization will be
held monthly throughout the year,

14. ARTICLE FOUR - MEETING
except when SF BayLEAFs participates in
events with other organizations on the usual
date of the regular meeting.
3. The presence of not less than four members
will constitute a quorum and will be necessary
to conduct the business of this organization;
but At any meeting of the members those
present plus those represented by proxy shall
constitute a quorum if 5% or more of the
members are represented.

15. ARTICLE FOUR - MEETING
The affirmative vote of a majority of those
voting in person and proxy shall be the act of
the members.
7. Any action, including election of directors,
which may be taken at a meeting of members
may be taken without a meeting by mailing to
each member of record a ballot describing the
proposed action with an opportunity for the
member to specify approval or disapproval of
the proposal(s).

16. ARTICLE FOUR - MEETING
A reasonable time limit for the
return of the ballots shall be stated. Approval
on a majority of the ballots received by the
stated time shall be the act of the members
if 5% or more of the members voted. If directors
are to be elected by mailed ballot, without a
meeting the number to be elected shall be
stated and that number of candidates receiving
the highest number of votes on ballots received
by the stated time shall be considered elected.
Written ballots are irrevocable.

17. ARTICLE FIVE - VOTING
1. At all meetings, except for the election of
officers and directors, all votes shall be
viva voce, except that for election of officers
ballots shall be provided and there shall not
appear any place on such ballot any mark
or marking that might tend to indicate the
person who cast such ballot. Associate
members shall not be entitled to vote on in
any club election.

18. ARTICLE SIX – ORDER OF BUSINESS
• No change

19. ARTICLE SEVEN – BOARD OF DIRECTORS
1. The business of this organization shall be
managed by a Board of Directors consisting
of five members who together with shall be
the officers of this organization. If it is
increased or decreased, the number of
Directors shall be increased to an odd number.
2. The directors to be chosen for the ensuing
year shall be chosen at the annual meeting of
organization in the same manner and style as
the officers of this organization and they shall
serve for a term of two years,

20. ARTICLE SEVEN – BOARD OF DIRECTORS
with the terms arranged so only two or three
expire in a single year. In an even number year,
the term of two directors will expire, and in an
odd number year, the term of three directors
will expire. If the number of directors is
increased to a larger odd number, the term of
an even number of directors closest to half
the total will expire in an even number year,
and the term of the other directors will expire
in an odd number year.

21. ARTICLE SEVEN – BOARD OF DIRECTORS
4. Three of the members of the Board of
Directors shall constitute a quorum and the
meetings of the Board of Directors shall be
held regularly on a schedule that is set by the
Board of Directors. If the size of the board is
increased, then a quorum is equal to an odd
number larger than half the number of
directors.
6. A vacancy in on the Board of Directors shall
be deemed to exist whenever there are fewer

22. ARTICLE SEVEN – BOARD OF DIRECTORS
directors than the authorized number.
Vacancies in the Board of Directors shall be
filled by a vote of the majority of the remaining
members of the Board of Directors for the
balance of the year term of the leaving
departing director.
7. The Board of Directors shall select from one
of their number a Secretary and a Treasurer.

23. ARTICLE SEVEN – BOARD OF DIRECTORS
8. A director may be removed when sufficient
cause exists for such removal. The Board of
Directors may entertain charges against any
director. A director may be represented by
counsel at any removal hearing. The Board of
Directors shall adopt such rules, as it may in
its discretion consider necessary for the best
interest of the organization, for this hearing.
9. The board shall set up standing rules for the
conducting of business, at its discretion.

24. ARTICLE EIGHT – OFFICERS
1. Officers shall by virtue of their office be
members of the Board of Directors. The
officers of the organization shall, at
a minimum, be as follows:
President
Treasurer
Secretary
Chief Technology Officer and Social Media
Director
The board may create additional officer
positions as deemed necessary and proper.

25. ARTICLE EIGHT – OFFICERS
6. The Treasurer shall render at stated
periods as the Board of Directors shall
determine a written account of the finances
of the organization, present it to the
Membership at stated monthly meetings,
and such report shall be physically affixed
to the minutes of the Board of Directors of
such meeting and shall exercise all duties
incident to the office of the Treasurer.

26. ARTICLE EIGHT – OFFICERS
The Chief Technology Officer (CTO) shall be
responsible for maintaining contact with the
electric vehicle community on technology-
related topics by electronic communication
using the internet and social media. The CTO
will also be responsible for website for the
San Francisco Bay Area Nissan LEAF Owners
Association and the efforts of the Webmaster.
Officers shall by virtue of their office be
members of the Board of Directors.

27. ARTICLE NINE – SALARIES
• No change

28. ARTICLE TEN – COMMITTEES
• No change

29. ARTICLE ELEVEN – DUES AND DONATIONS
1. Membership in the organization is dues
free. Dues for membership shall be set by the
board of directors at its discretion. Financial
donations will be accepted to support the
activities of the organization to host meetings,
special events and participate with other
organizations at joint events.

30. ARTICLE TWELVE – AMENDMENTS
1. These bylaws may be altered, repealed or
added to by an affirmative vote of not less
than 12 a majority of members.
2. It is the intent of these bylaws to comply
with all mandatory requirements of the
California Nonprofit Corporation Law and
the appropriate federal statutes. The Board
of Directors will correct any noncompliance
brought to its attention.

31. ARTICLE THIRTEEN – DOCUMENTS
1. Every director shall have the right to inspect
and copy all books, records and documents of
the SF BayLEAFs and to inspect the physical
of the SF BayLEAFs at any reasonable time.
Each member shall have the same right of
inspection for purposes reasonably related to
the business of the SF BayLEAFs and in the
interests of the membership, upon written
request stating the purpose, to the Board of
Directors.

32. ARTICLE THIRTEEN – DOCUMENTS
No director or member shall use any record,
such as members' names and addresses,
for any purpose not in the best interests of
the corporation or any member.
2. The SF BayLEAFs will adopt and abide by
a code of conduct Code of Ethics that is
published as a separate document.

33. Thank you!