The following bylaws were last amended February 9, 2023 by Board vote.
ARTICLE ONE: Name
The name of this organization shall be Marin Coalition (the “Coalition”).
ARTICLE TWO: Objectives and Scope
The objectives of the Coalition, a non-partisan, non-profit corporation, are to educate Marin citizens respecting economic, social, and environmental issues in Marin County and to provide a public forum for open discussion of such civic issues. The organization shall perform these functions by presenting speakers, holding forums for discussion, publishing information, and actively supporting, to the extent permitted by law, those causes which the Coalition considers of vital and enduring concern to Marin County. This active role encompasses support for matters of benefit to the County as well as opposition to matters detrimental to the County’s welfare.
ARTICLE THREE: Organization, Officers and Directors
3.1 Subject to the provisions of applicable State and Federal laws, the activities and affairs of this non-profit corporation shall be conducted, and all corporate powers shall be exercised, by or under the direction of the Board of Directors. The Board of Directors shall manage the day-to-day affairs of Marin Coalition as provided for herein below.
3.2 The Board shall be composed of up to 11 members elected by a majority of the Board at a duly constituted Board meeting. Directors shall be willing and able to attend speaker events and meetings of the Board on a regular basis and maintain an active e-mail account through which they can receive and transmit information from and to the Coalition.
3.3 Directors shall serve without compensation except that they shall be allowed and paid their actual and necessary expenses incurred in transacting the affairs of the organization. Directors shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties up to the sum of $100. Any expenditure for which a Director claims reimbursement over $100 must have prior authorization from the Board. Directors may not be compensated for rendering services to the Coalition in any capacity other than director unless such other compensation is reasonable and is allowable under the provisions of Section 6 of this Article. Any payments to directors shall be approved in advance in accordance with the Coalition’s conflict of interest policy, as set forth in Article 9 of these Bylaws.
3.4 Officers shall be elected by the Board of Directors annually at the first meeting of the Board of Directors each fiscal year. Officers shall have the duties specified in Article 7of these Bylaws.
3.5 On behalf of Marin Coalition, officers of the organization may accept and receive monies and gifts from public and private organizations, firms, and individuals, which monies and gifts shall be used to finance the activities of Marin Coalition.
3.6 The Board shall be empowered to lease, purchase, accept by gift, hold, have use of take possession of and enjoy, in fee simple or otherwise, any personal or real property necessary for the uses and purposes of the Coalition, and to sell, lease, deed in trust, and otherwise dispose of the same for the uses and purposes of the Coalition as heretofore stated. In so doing, the Board shall act as fiduciary for the Coalition and shall handle the financial affairs of the Coalition prudently
3.7 The Board of Directors shall establish committees as described in Article Nine.
ARTICLE FOUR: Membership
The Coalition is not a membership organization and has no members except in so far as individuals on the Board might be considered a member of this organization while sitting on the Board and performing functions in support of the Coalition. Such membership conveys no additional rights or privileges beyond those specified in these Bylaws.
ARTICLE FIVE: Nomination and Election of Board of Directors
Positions of Director shall be filled via nomination by a sitting Director and election by majority vote of the Directors at a duly constituted Board meeting.
ARTICLE SIX: Duties of the Board of Directors
6.1 Directors serve as volunteers without compensation, except for reasonable reimbursement as described in these Bylaws.
6.2 In the event of a vacancy on the Board of Directors, the position shall be filled in accordance with Article Five
6.3 The resignation of any Director shall become effective upon receipt of written or email notice of same by the Chair of the Coalition.
6.4 Any Director who is absent from three successive Board meetings without having presented a valid excuse is not in compliance with the Bylaws. A Director may submit a written or emailed explanation to the Board for consideration and continuance of membership. If this explanation is rejected by the Board or if a timely request for excuse is not received by the Board, the violating Director’s membership on the Board will be considered terminated and said Director shall be so notified by the Chair in writing.
6.5 The directors shall not be personally liable for the debts, liabilities, or other obligations of the Marin Coalition.
ARTICLE SEVEN: Officers
7.1 At its initial meeting of the Board in a fiscal year,, the Board will elect by majority vote the following officers:
7.2 The Chair shall preside at all meetings of the Board. The Chair shall represent the Coalition on all appropriate occasions including special written, oral, and emailed correspondences.
7.3 The Vice-Chair shall perform all duties of the Chair when the latter is absent or requires assistance and shall chair the Program Committee.
7.4 The Secretary shall prepare and maintain written minutes of all meetings of the Board, prepare and distribute to the Directors the agenda for upcoming Board meetings, send and receive routine organizational correspondence, maintain, and preserve all records of the Board and the Coalition, assist the Treasurer with the preparation and set-up of the Coalition events, and perform other duties as needed.
7.5 The Treasurer shall be the custodian of the Coalition’s funds and shall be responsible for the receipt and disbursement of all funds, the maintenance of all accounting records, the provision of monthly financial reports to the Board, the preparation of an annual budget and financial report, preparation and submission of all required annual reporting documents due to the U.S. Internal Revenue Service and California Franchise Tax Board, (including but not limited to “e-Postcards” due annually by November 15) and preparation and submission of the biennial State of California Statement of Information form (S.O.I.) due every other January 15, even years. The Treasurer shall maintain records of contributions to the Coalition and respond to donors in accordance with 501(c)(3) requirements.
7.6 The Chair shall assume its duties immediately upon election. Subject to the approval of the Board, the Chair shall have the authority to appoint standing, ad hoc, and such other committees as it deems necessary.
7.7 The Chair shall conduct the business of the Coalition between meetings of the Board. The Chair is authorized to poll the Board by telephone, mail, or email in order to obtain Directors’ votes on matter which arise between meetings of the Board.
ARTICLE EIGHT: Meetings
8.1 The Board shall meet at least twice a year in order to conduct business on a date and time selected by the Board of Directors. At the first meeting of the Board following the beginning of the fiscal year, the Officers of the Board shall be elected in accordance with Article Seven and adopt a budget in accordance who Article Ten.
8.2 Special meetings of the Board may be called by the Chair or at the request of a majority of the Board. Notification of a special meeting shall be by telephone or email at least 48 hours in advance.
8.3 Quorum:
(a) A majority of members of the Board shall constitute a quorum at any meeting of the Board.
(b) Proxy voting is not permitted at any meeting.
8.4 The manner in which any meeting defined in these Bylaws shall be held is at the discretion of the Board and may be: a physical meeting at a location determined by the Board; a video conference; an audio conference; or communication by email. If a meeting is conducted by email (defined as a “virtual meeting”), it may only consist of a mailed or emailed notice of items for vote accompanied by a ballot to conduct that vote and a return date by which the ballot must be received. That return date is considered to be the date of the virtual meeting and all ballots must be received by end-of-business day on that date. The ballot may, instead, be returned by physical mail at the discretion of the voter. The totality of received ballots will constitute a quorum for purposes of conducting business at a virtual meeting.
ARTICLE NINE: Committees of the Board of Directors
9.1 At the initial meeting of the Board or at any time thereafter, the Board may at its discretion organize into Standing Committees possibly including but not limited to:
(a) Finance Committee: Shall be responsible for solicitation of contributors and related activities and for developing and recommending a financial program for operating the Coalition and its activities.
(b) Public Relations/Marketing Committee: Shall be responsible for developing and carrying out all public relations and marketing activities.
(c) Program Committee: Shall design and implement the Coalition’s public programs. This committee shall be Chaired by the Board’s Vice Chair.
(d) Policy Committee: Shall review and recommend to the Board, as needed, any internal policy revisions.
9.2 Ad Hoc and non-standing committees may be appointed and dissolved by the Chair with the approval of the Board.
9.3 Each committee may perform studies and make reports to the Board as appropriate.
ARTICLE TEN: Finances
10.1 The fiscal year of Marin Coalition shall begin July 1 and end on the 30th day of June of each year. A budget shall be adopted by the Board of Directors at the first meeting of the fiscal year.
10.2 The Board of Directors may from time to time make appropriations out of accrued and unexpended funds in accordance with the budget provisions and such needs as shall occur.
10.3 No single expenditure of over $250.00 monthly may be made without the approval of the Board of Directors, except where the expenditure is made for a previously budgeted item approved by the Board. At least $100.00 may be expended each month for clerical or web-related services if approved by the Board.
10.4 The Board of Directors shall examine or cause to be examined at regular intervals Marin Coalition finances and the books and accounts thereof. A report shall be made by the Treasurer at regular meetings on the state of Marin Coalition finances.
10.5 All monies received by Marin Coalition shall be deposited in the bank or banks designated by the Board. All disbursements shall be made by check signed by any one of the following officers: the Chair, the Treasurer, and/or any other member of the Board appointed by the Chair. Two signatures will be required for any unexpected or unbudgeted expense over One Thousand Dollars ($1,000).
10.6 The Coalition has no membership and, thus, no membership dues. All funds available to the Coalition are derived from contributions and donations received from the public.
ARTICLE ELEVEN: Ownership of Materials
All information, data, and materials obtained in the name of Marin Coalition shall be and shall remain the property of the organization.
ARTICLE TWELVE: Representation
Public expression of any Coalition policy or position must have the prior authorization of the Board or the Chair and shall be communicated to the public by the Chair or its designee.
ARTICLE THIRTEEN: Employees
13.1 The Board may appoint secretarial and such other staff assistance as may be necessary, within the financial limitations described in these Bylaws.
13.2 The Board of Directors may employ legal, research and public relations counsel as required within the reasonable financial capabilities of Marin Coalition.
13.3 The Board of Directors may approve and authorize procurement of appropriate programs of insurance for its employees, officers and/or directors such as it deems necessary for the effective functioning of the organization.
ARTICLE FOURTEEN: Amendments
14.1 Proposed amendments to these bylaws must be approved by a vote of the majority of the full Board and not merely a quorum. Such a vote may be held at any Board Meeting or by means of an email poll held during the fiscal year.
14.2 Any in-person meeting or e-mail poll proposing to amend these Bylaws shall be held on at least fifteen days’ notice.
ARTICLE FIFTEEN: Miscellaneous
15.1 These Bylaws shall be implemented and interpreted in conformance with the applicable statutes of the State of California.
15.2 All members of the Board of Directors shall receive copies of the Articles of Incorporation and Bylaws.
15.3 All notices or correspondence to Marin Coalition shall be sent to the following address:
Marin Coalition
P.O. Box 151112
San Rafael, CA 94915
15.4 It is the express intention of Marin Coalition that it retain its exemptions under the California Revenue and Taxation Code Section 2370(f) and the Internal Revenue Code Section 501 (C)(3). To this end, Marin Coalition will refrain from support or opposition to political candidates, including provision of funds or gifts, save for such insubstantial support or opposition that does not involve the provision of financial support and does not jeopardize the tax exempt status of Marin Coalition. In the event of any concern by the Board of Directors over a given promotional activity, the Chair shall prudently inquire into the legality of such activity before any action is taken.
15.5 Matters not governed by state law shall be governed by Roberts Rules of Order.