Article I

PURPOSE

The specific and primary purposes for which this corporation is formed are as set forth in Article 2 of the Articles of Incorporation of San Francisco Bay Accueil, Inc., filed with the Secretary of State of California. These purposes are to :
(A) Offer welcome and assistance to French-speaking newcomers to the San Francisco area, providing them with useful information about life and customs in the United States, and particularly in the San Francisco area ;
(B) Help them meet friends and become involved in the culture of this country.

In addition, this corporation is formed for the purpose of performing all things incidental to its specific and primary purposes and shall have such other exclusively charitable purposes as the Board of Directors may authorize or approve from time to time, whether related or unrelated to the foregoing specific and primary purposes.
The corporation shall hold and may exercise all powers conferred upon a nonprofit corporation by the laws of the State of California and as may be necessary to carry out its purposes ; provided, however, that in no event shall the corporation engage in activities which are not charitable in nature.

Article II

MEMBERSHIP

Section 1. Membership and Dues

There shall be two classes of members of this corporation. The first class of members shall be known as Founding Members, the second class of members shall be known as Active Members.

Founding members shall be those persons whose names and signatures appear on the Certificate of Organization of this Corporation.

Active Members shall consist of individual or corporate members, whose membership dues are current.

The Membership dues structure shall be established by the Board of Directors from time to time.

Section 2. Voting and Other Rights of Members

(a) Each member of the corporation shall be entitled to one vote, provided that his or her membership dues are current for the year.
(b) Founding members may participate in membership meetings, serve on committees and receive special members’ rates on the corporation’s publications and other activities.
(c) Active Members may participate in discussion at membership meetings and serve on committees in an advisory or consultative capacity. They shall receive notification of the corporation’s activities as determined by the Board of Directors.

Section 3. Annual Meeting

The annual meeting of the voting members of this corporation shall be held during the last quarter of each calendar year, or at such other time and place as may be determined by resolution of the Board of Directors or the Executive Committee. Written notice of the time and place of the annual meeting shall be delivered personally or sent by mail or electronic transmission to each member whose dues are current, to the address shown on the records of the corporation.
Any notice of a meeting shall be mailed or delivered at least fifteen (15) days before the date of the meeting. Members and directors may receive notice of, and participate in, meetings by “electronic transmission”.
“Electronic transmissions” includes, but is not limited to :
– Facsimile or email delivered to the fax number or email address provided by the member, for the purpose of receiving notices or communications ;
– A posting on an electronic message board or network designated by the corporation for such communications, together with separate notice of the posting.
– Other means of electronic communication as may be permitted by law, including future technological advances.

Section 4. Special Meetings

Special meetings of the members of the corporation, for any purpose or purposes, may be called at any time by the President of the corporation, by any two members of the Board of Directors, or by five percent (5%) of the members whose dues are current.

Written notice of the time and place of any special meeting of the members shall be given in the same manner as notice of the annual meeting of the voting members.

Any action taken at a meeting of the members, however called or noticed, shall be valid if a quorum is present, and if, each voting member not present, either before or after the meeting, signs a written waiver of notice, or a written approval of the minutes of the meeting. All waivers, consents, and approvals shall be filed with the corporate records or made part of the minutes of the meeting.

Section 5. Quorum

A quorum for any meeting of the members shall consist of the presence, in person or by proxy, of fifteen percent (15%) of the Members entitled to vote.

Section 6. Action by Members

The affirmative vote of a majority of the active members present, or represented by proxy, at a meeting shall be required for the adoption of any motion or resolution, and the election of Directors, and the determination of all questions or business that may come before the meeting, unless otherwise required under the Articles of Incorporation or these Bylaws.

Section 7. Liabilities of Members

No person who is now, or who later becomes, a member of this corporation shall be personally liable for any debts or obligations of the corporation. All creditors of the corporation shall look solely to the assets of the corporation for payment.

Section 8. Termination of Membership

Membership in this organization shall terminate (a) upon the death of the member, in the case of an individual (b) by a vote of a majority of the Board of Directors, or (c) upon failure to renew membership by paying dues within the period specified by the Board of Directors.

Article III

BOARD OF DIRECTORS

Section 1. Power and Duties

The Board of Directors shall manage and control the affairs and property of the corporation and may do all things not prohibited by the Articles of Incorporation, these Bylaws, or California law. The Board may adopt rules governing its actions.
Unless otherwise provided by these Bylaws, the act of the Board shall be the affirmative vote of a majority of the Directors present in person or represented by proxy at a meeting at which a quorum is duly established. Such acts shall include, without limitation, decisions regarding the use and distribution of the corporation’s funds.

The Board shall not amend or change the fundamental purposes of the corporation as set forth in the Articles of Incorporation, nor allow any part of the corporation’s net earnings or assets to benefit any private individual or any business.

Section 2. Number, Qualifications, Election and Term of Office

The authorized number of Directors shall not exceed fifteen (15).

Selection : the Board shall be composed as follows :

(i) Permanent Member : the spouse of the Consul General of France in San Francisco or his representative shall be a permanent member of the Board.

(ii) Initial Directors : the initial directors shall be the five founding members named by the incorporator, including the incorporator herself.

(iii) Subsequent Directors : subsequent directors of the Board shall be elected by a majority vote of the members of the corporation at the annual meeting.

(iv) Removal of Directors : Any Director may be removed, with or without cause, at the annual meeting or at a special meeting called for that purpose, by the affirmative vote of a majority of all Directors then in office. Directors may vote in person or by proxy for the purpose of removal. This procedure is an exception to the standard voting rules set forth in these Bylaws. Cause shall include three (3) unexcused absences from three (3) consecutive board meetings.

Term of Office of Directors : the Directors shall hold offices for a term of three (3) years.

Section 3. Annual Meetings

Beginning in 1995, an annual meeting of the Directors shall be held at a date, time and place determined by the Board of Directors.

Section 4. Special Meetings

Special meetings of the Board of Directors may be called by the president or any two (2) Directors. The person or persons authorized to call a special meeting of the Board may designate any location within the nine counties adjacent to San Francisco as the place for holding such meeting.

Section 5. Notice

Notice of any special meeting of the Board of Directors shall be given at least two (2) days prior to the meeting by written notice delivered personally, or sent by certified mail or email, to each Director at the address shown on the records of the corporation. If mailed, such notice shall be deemed delivered when deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid. Attendance by any Director at a meeting shall constitute a waiver of notice.

Section 6. Quorum

A majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 7. Vacancies

Any vacancy on the Board of Directors shall be filled by the affirmative vote of a majority of the Directors present at the annual meeting or at a duly called special meeting. A Director elected to fill a vacancy shall serve for the unexpired term of his or her predecessor.

Section 8. Compensation

No Director of this corporation shall receive, directly or indirectly, any salary, compensation or emolument for serving as a Director ; provided, however, that the Board may authorize the reimbursement of reasonable expenses incurred by Directors in connection with attendance at Board meetings or in the performance of other Board responsibilities.

Section 9. Conflict of interest

The purpose of this conflict of interest policy is to protect the interests of the organization when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer, director, or key volunteer of the organization.

(i) Definitions :
A conflict of interest arises when a person in a position of authority may benefit personally, directly or indirectly, from a decision he or she could make.
An interested person is any director, principal officer, or member of a committee with governing board-delegated powers who has a direct or indirect interest, in a matter under consideration
(ii) Procedures
An interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the board.
After disclosure, the interested person shall leave the meeting while the determination of a conflict of interest is discussed and voted upon.
If a conflict is determined, the board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives and make recommendations.
(iii) Violations
If the Board of Directors or an authorized committee has good reason to believe that a person has an actual or potential conflict of interest, it shall inform the individual and provide him or her an opportunity to explain. If the Board determines that a conflict of interest exists, it may take disciplinary and corrective action, including, but not limited to, removal of the person from the Board or any committees of the organization.

Article IV

OFFICERS

Section 1. Number and Qualifications

The Officers of the corporation shall consist of a president, a vice-president, a secretary, a treasurer, and such other officers as the Board of Directors may from time to time appoint. Any two or more offices may be held by the same person, except for the offices of president and secretary.

Section 2. Election and terms of office

The officers of the corporation shall be elected annually by the Board of Directors at the regular meeting immediately following the election of Directors. If the election of officers shall not be held as soon thereafter as may be practical. Directors must have served at least one year to be eligible to be elected as officers. The vacancies may be filled or the new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his or her successor shall have been duly elected and qualified.

Section 3. Removal

Any officer of the corporation may be removed by a vote of the majority of the Board of Directors then in office.

Section 4. President

The President shall be the principal executive officer of the corporation and shall, in general, supervise and conduct the activities and operations of the corporation. He or she shall have general supervision of the affairs of the corporation, and shall freely consult with them concerning the activities of the corporation. He or she may sign, with the secretary or any other proper officer of the corporation authorized by the Board of Directors, in the name of the corporation, all contracts and documents authorized either generally or specifically by the Board. He or she shall preside at all meetings of the Board of Directors. He or she shall perform such other duties as shall from time to time be assigned to him or her by the Board of Directors.

Section 5. Vice-President

The vice-president shall have such powers and duties as may be assigned to him or her by the president or the Board of Directors. In the absence of the president, the vice-president shall, in general, perform the duties of the president.

Section 6. Secretary

The secretary shall act as secretary of all the meetings of the Board of Directors, and shall keep the minutes of all such meetings in books proposed for that purpose. He or she shall attend to the giving and serving of all notices of the corporation, and shall see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal duly authorized in accordance with the provisions of these bylaws. He or she shall perform all other control of the Board of Directors, and shall perform such additional duties as shall from time to time be assigned to him or her by the Board of Directors.

Section 7. Treasurer

The treasurer shall have custody of all funds of the corporation which may come into his or her hands. He or she shall keep, or cause to be kept, full and accurate accounts of the receipts and disbursements of the corporation, and shall deposit all moneys and other valuable effects of the organization in the name and to the credit of the organization in such banks as may be required by the Board of Directors. Whenever required by the Board of Directors, he or she shall render, at reasonable times, an exhibit of the corporate books and accounts to any officer or Director of the corporation or to FIAFE (Fédération internationale des Accueils français et francophones d’expatriés). He or she shall perform all duties customarily incident to the position of treasurer, subject to the control of the Board of Directors, and shall, whenever required, provide security for the faithful performance of his or her duties as the Board of Directors may determine. The Treasurer shall present a financial statement to the Board of Directors at their annual meeting.

Article V

COMMITTEES

Section 1. Committees of Directors

The Board of Directors, by resolution adopted at a duly noticed meeting of the Board of Directors in office, may designate an executive committee, which shall consist of the president and two or more Directors ; and, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation.

Section 2. Other Committees

Other committees not having exercised the authority of the Board of Directors in the management of the corporation may be designated by a resolution adopted by the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be appointed by the president of the corporation. Any member of any committee may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interest of the corporation shall be served by such removal.

Section 3. Term of Office

Each member of a committee shall continue as such until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member cease to qualify as a member thereof.

Section 4. Chairperson

One member of each committee shall be appointed chairperson thereof.

Section 5. Vacancies

Vacancies otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committees.

Section 6. Rules

Each committee may adopt rules for its own government, so long as such rules are not inconsistent with these bylaws or with rules adopted by the Board of Directors.

Article VI

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 1. Contracts

The Board of Directors may authorize any officer or officers of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, such authority must be in writing and may be general or confined to specific instances.
All contracts and payments exceeding USD 500 require approval from the board of directors during a meeting. Payments may only be issued once such approval has been granted.

Section 2. Checks, Drafts, etc.

All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers of the corporation and in such manner as shall from time to time be determined by written resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the treasurer and countersigned by the president of the corporation.

Section 3. Deposits

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 4. Gifts

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.

Article VII

OFFICE AND BOOKS

Section 1. Office

The office of the corporation shall be located at such a place as the Board of Directors may from time to time determine, generally the home address of the president.

Section 2. Books

There shall be kept at the office of the corporation correct books of account of the activities and transactions of the corporation, including a minute book which shall contain a copy of the articles of incorporation, a copy of these bylaws, and any minutes of the Board of Directors.

ARTICLE VIII

DISSOLUTION OR TEMPORARY SUSPENSION

Section 1. Voluntary Dissolution or Temporary Suspension

Upon the dissolution or suspension of the organization, the Board of Directors shall, after paying or making provision for the payment of all debts and liabilities of the organization, dispose of all remaining assets by entrusting them to the association of which SFBA depends, namely FIAFE (Federation Internationale des Accueils francais et francophones d’expatriés) domiciled in France. FIAFE may hold these funds in trust and authorize their use when a new SFBA nonprofit is established in the event of dissolution, or when a new Board of Directors is constituted in the event of a suspension.

Section 2. Prohibited Distribution

No part of the net earnings or assets of the organization shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered.

Section 3. Notification of Dissolution or Suspension

The organization shall notify the appropriate governmental and regulatory authorities as required by law regarding any decision to dissolve or temporarily suspend its operations, and the final disposition or safeguarding of its assets.

ARTICLE IX

AMENDMENT OF BYLAWS

These Bylaws may be amended, repealed, or restated, in whole or in part, only by the affirmative vote of a majority of the members entitled to vote at a meeting called for that purpose, whether an annual meeting or a special meeting.
A quorum for such a meeting shall be the same as the quorum required for other member meetings, as set forth in these Bylaws.

Revised version September 7th, 2025

Voté et approuvé à la reunion de bureau du 16 september 2025 par le bureau.

La presidente - Florence Maurel

La tresoriere - Claire Getin