BYLAWS OF THE SAN FRANCISCO GREEN PARTY (effective August 16, 2006) Embracing our responsibility to our community, and in the hope of creating an organization that will participate in making the City of San Francisco a model of a just and sustainable society, we, the activists of the San Francisco Green Party and the members of the San Francisco Green Party as represented by the County Council, establish these bylaws to govern the operations and functions of the San Francisco Green Party. Article 1: Declarations 1.1. This organization shall be known as the San Francisco Green Party (SFGP). 1.2. The San Francisco Green Party is a component part of the Green Party of California, and is ultimately responsible to the Green registered voters of the City and County of San Francisco. Article 2: Membership 2.1. All persons registered as Green Party voters, residing in the City and County of San Francisco, shall be regarded as members of the San Francisco Green Party. Non-citizens, non-residents of San Francisco, and others otherwise unable to vote may be regarded as members if they have been actively engaged in the work of the San Francisco Green Party. 2.2. All members of the County Council, active members of Working Groups, and active members of certified Neighborhood Groups shall be regarded as active members of the San Francisco Green Party. Such persons must be currently and actively engaged in the work of the San Francisco Green Party. Each Working Group and Neighborhood Group shall maintain a list, updated at least once every six months, of its active members. 2.3. The current list of active members shall be maintained by the County Council; and the list shall be reexamined and updated each year, in January. Anyone no longer an active member shall be removed from the list at that time. Any active member who attends at least two General Meetings within a calendar year may, at the discretion of the County Council, be listed as an active member for the following year. The County Council, or any General Meeting, may add anyone to the list of active members for the year. Article 3: County Council 3.1. The registered membership of the San Francisco Green Party shall be represented by a County Council. 3.2. Members of the County Council of the San Francisco Green Party shall be elected at large for two-year terms at each general primary election, and shall take office at noon on the Tuesday following the 30th day after their election, 3.3. Members of the County Council must be registered members of the Green Party of California, and must live in the City & County of San Francisco. If, by the time a new County Council is to take office, no one has been elected or qualified to take office, or if the entire Council is vacated during its term, a General Meeting may elect at least one member to the County Council. The State Coordinating Committee must be notified immediately if such an action takes place. 3.4. A member will be automatically removed from the Council in the event that the member: 3.4.1. Moves out of the county; or 3.4.2. Registers with another political party or Decline to State; or 3.4.3. Is absent from at least three out of any six consecutive regularly scheduled County Council meetings, without being excused by the CC. Absences may be excused by the CC (business decision) in advance of a scheduled absence or at the next CC meeting following an absence. 3.5. The number of members to be elected to the County Council shall be the greater of: 1) The number seven, or 2) The integer nearest the resulting quotient obtained by dividing 100 times the number of Green Party registered voters on the 135th day prior to the next direct primary election in the City and County of San Francisco by the number of Green Party registered voters in the state on that date. 3.6. The SFGP may, if both the County Council and a General Meeting approve, fix a different number of County Council members to be elected for the following term. The SFGP must notify the State Coordinating Committee of the Green Party of California, which must then in turn notify the Secretary of State by the 135th day preceding the general primary election. 3.7. New members of the County Council may be appointed to fill vacancies. The Council shall nominate, and with the consent of a General Meeting, appoint new members to the Council. 3.8. The County Council will be responsible for the general administration of the San Francisco Green Party. The duties and powers of the County Council are: 3.8.1. To propose the agenda and choose Facilitators for General Meetings; 3.8.2. To see to it that minutes of General Meetings are kept, and that the records of the San Francisco Green Party are maintained; 3.8.3. To set dates for General Meeting sessions, and to take steps to see that the membership is informed of those dates; 3.8.4. To make recommendations and proposals to General Meetings; 3.8.5. To ask for and receive reports and recommendations from the Working Groups; 3.8.6. To coordinate the efforts of the various Working Groups; 3.8.7. To act as a conduit for information between Working Groups, and to make recommendations to Working Groups, as necessary; 3.8.8. To set up new Working Groups, and to dissolve Working Groups that are not meeting or functioning; 3.8.9. To make every reasonable effort to see to it that decisions of General Meetings are faithfully carried out; 3.8.10. To make such decisions as are normally reserved to a General Meeting, but cannot be delayed until the next possible General Meeting session (such decisions may be subject to revision or rejection at the next General Meeting); 3.8.11. To develop strategy and implement policy for the San Francisco Green Party; 3.8.12. To be ultimately responsible for seeing that the legal and fiscal responsibilities of the San Francisco Green Party are met; 3.8.13. To see to it that any necessary action which does not fall within the duties of any particular Working Group is carried out; 3.8.14. To speak for, or to authorize individuals to speak for the San Francisco Green Party, within the general parameters, of established SFGP policy, the State Platform, or recognized green values; 3.8.15. To carry out any duties required of it by the Green Party of California; and, 3.8.16. To make any other decisions which, within reason and without abusing either the spirit or letter of these bylaws, help to carry out the powers and duties of the County Council, any Working Group, or the General Meeting, as stated here and elsewhere in these bylaws. 3.9. The County Council shall use the consensus process for decision-making. The Council may, however, establish its own rules of procedure. All County Council meetings shall be open to any member of the San Francisco Green Party, who may participate in discussion and the consensus process; but only members of the Council may vote, unless the Council chooses otherwise. 3.10. A quorum of the County Council shall consist of 50% of the current members of the Council, rounded up to the nearest whole number. 3.11. The County Council may delegate any of its duties and powers to committees. These committees may contain non-council members and may act in all other respects as if they were Working Groups of the San Francisco Green Party; but they shall remain responsible to the County Council. Article 4: Working Groups 4.1. The San Francisco Green Party is both a political party and a grass roots political activist Organization. The work of the activist members of the San Francisco Green Party is organized through Working Groups. Working Groups are voluntary associations of SFGP activists carrying out that aspect of the work of the SFGP to which they are dedicated or interested. The Working Groups, along with the membership of the County Council, comprise the San Francisco Green Party, as it exists as an activist organization. 4.2. Working Groups may be established by either the County Council or by a General Meeting/Plenary. The purpose of the Working Group, its duties, responsibilities, and delegated powers (if any), should be clearly stated at the time of its formation. The establishing body may name a coordinator for the Group. An individual shall be designated to serve as a liaison to the County Council. 4.3. Working Groups may be executive or deliberative, or both, depending on the nature of their work. Decisionmaking within Working Groups shall be by consensus. WGs may establish their own rules of procedure, or may use an informal decision-making process, according to the specific needs of the Group. 4.4. The County Council will be responsible for keeping track of which Groups are active, and which are not. Working Groups will be responsible for keeping a list of ongoing, active members and supplying the County Council with that list, as well as with meeting dates and times. 4.5. Working Groups are required to remain active, if their work is ongoing, or they will be dissolved. The County Council has discretion to dissolve inactive Groups, or to merely suspend them, if the Group's work is periodic, Working Groups are not to be maintained if interest in their work has failed, of if their functions are obsolete. 4.6. Active Working Groups may be dissolved with the consent of both the County Council and the General Meeting/Plenary, or a Working Group may dissolve itself. 4.7. Working Groups may establish and dissolve committees to which they may assign or delegate specific tasks. 4.8. No Working Group may make any financial commitment on behalf of the San Francisco Green Party without the prior consent of the County Council, unless financial powers have been specifically delegated to it, or unless specific arrangements have been made for the Group's independent financial responsibility. 4.9. No Working Group may make any endorsement, or claim to speak on behalf of the San Francisco Green Party, without prior approval or delegation by the appropriate body. Article 5: Neighborhood Groups Neighborhood Groups are Working Groups of the San Francisco Green Party based in a particular San Francisco neighborhood, and focusing on issues concerning that locality. Any group of registered greens may start a Neighborhood Group. Once they have at least five ongoing, active members, they may submit a mission statement and a proposal of responsibilities to the County Council. The Council will be responsible for making sure that the proposals and activities of the new group reflect green values and are in accord with the goals and purposes of the San Francisco Green Party; once it is confident of that, it shall recommend to the General Meeting/Plenary that the new group be recognized. Responsibilities, financial accountability, and other aspects of the relationship of each neighborhood group with the rest of the SFGP will be negotiated separately by each Neighborhood Group and the County Council, according to the needs and abilities of a particular neighborhood. Each Neighborhood Group will have a mission statement and decision-making structure, both of which must conform to recognized green values and the goals of the San Francisco Green Party. Neighborhood Groups must remain active to retain their status. In all matters pertaining to a Neighborhood Group not governed under this article, or under the terms by which the Neighborhood Group was recognized by the San Francisco Green Party, the rules set down for Working Groups under Article 6 shall apply. Article 6: General Meeting/Plenary 6.1. The active membership shall participate in the decision-making of the San Francisco Green Party through General Meetings. 6.2. General Meetings are gatherings of the activists to consult together, make decisions, share knowledge and information, communicate, and otherwise maintain the cohesiveness of the San Francisco Green Party. 6.3. General Meetings shall be open to all members of the San Francisco Green Party and interested observers; but only active members may vote, or present concerns that require a vote. 6.4. General Meetings must be held at least once every three months, but may be held more frequently. General Meeting dates and locations may be set by the County Council, or a General Meeting may set the date and time of the next General Meeting. As the main deliberative body of the San Francisco Green Party, the General Meeting shall: 6.4.1. Define general goals, policy, and priorities of the San Francisco Green Party; 6.4.2. Make endorsements of candidates and ballot measures 6.4.3. Make statements in the name of the San Francisco Green Party 6.4.4. Make recommendations and proposals to the County Council; 6.4.5. Elect delegates to the General Assembly of the Green Party of California; 6.4.6. Review the decisions and actions of any other body of the San Francisco Green Party; and, 6.4.7. Discuss and deliberate on any fundamental issues of policy, strategy, or structure that face the San Francisco Green Party. 6.5. A General Meeting may delegate any decision to a committee, a Working Group, or to the County Council. 6.6. A quorum for a General Meeting shall consist of five active members, present at the time and location previously set for the General Meeting to take place. 6.7. Any business decision, as defined in Article 8 of these bylaws, may be made by consulting the membership by Group. Any proposal brought to and approved by every active Working and Neighborhood Group, and by the County Council, shall be valid as if approved by a General Meeting. Any Group (but not the County Council) may decline to discuss or decide on the issue, and so delegate the decision to the other Groups. This process may also be used to circulate simple information, or proposals that will be made at a future General Meeting. Article 7: Consensus 7.1. All bodies of the San Francisco Green Party shall seek consensus in all decision-making. 7.2. Any item or resolution presented to a body of the San Francisco Green Party which has not chosen another process as provided for under these bylaws, must be passed through the following formal process of consensus: 7.2.1. Any item presented to the Meeting will be given adequate time, within the judgment of the Facilitator and the limits of the agenda, for discussion and consideration. 7.2.2. When satisfied that the proposal is sufficiently understood by the membership, the Facilitator will ask for, and recognize members to present, Concerns. Each Concern may be addressed by further discussion and proposals to amend the item. 7.2.3. When, in the judgment of the Facilitator, Concerns have been addressed as well as may be, the Facilitator shall call for consensus by asking for unresolved Concerns. 7.2.4. If there are no unresolved Concerns, then the proposal has passed; but if unresolved Concerns remain, then the Facilitator shall ask if the member presenting the Concern will stand aside. If the member is willing, then the proposal has passed; and the Concern will be recorded verbatim in the journal of the Meeting. If, however, the member is unwilling to stand aside, then the Meeting shall proceed to vote on the proposal. 7.2.5. The total number of votes for and against the proposal, and the number of abstentions, shall be recorded in the journal of the Meeting; and at the request of any two members, the vote shall be taken by secret ballot. 7.2.6. If the proposal is a policy-making decision, then 80% approval of the members voting is required for the proposal to pass; if the proposal is an endorsement of a candidate or ballot measure, then 75% approval of the members voting is required for the proposal to pass; but if the proposal is a business item, then a 2/3 vote of the members voting will be sufficient to pass the proposal. 7.2.7. If, however, the number of members abstaining is more than 25% of the number of members voting yes and no, then the proposal has not passed. 7.3. A policy item shall be defined as any proposal which sets official San Francisco Green Party policy, establishes a process, or amends bylaws. A business item shall be defined as any proposal which executes a policy already established, establishes or dissolves committees or Working Groups, chooses an established process, makes statements or non-ballot endorsements that are in accordance with established San Francisco Green Party positions, or otherwise makes no fundamental changes in the structure or positions of the San Francisco Green Party. 7.4. Only active members may present unresolved Concerns or vote on proposals in any meeting of the San Francisco Green Party. 7.5. In-between-meeting online event-endorsements policy 7.5.1. If an event comes to an Active Green's attention in between General Meetings which they think we would probably endorse, (as it falls in line with Green values) and it requires action before the next GM... 7.5.2. It shall be posted to the stafflist for comments and sent to the CC. CC will take responsibility for calling anyone who requests a call for event endorsements because they want to know about any potential endorsement and can't be sure they'll check their email in time. (Let CC know if you want to be called). 7.5.3. If, after a minimum of 2 working days(48 hours), at least 5 active members have voiced approval and none have expressed dissent, it is endorsed (hurray for efficiency)! 7.5.4. If there is dissent, the comment period is extended to 4 working days, during which a vote is taken and tabulated by the person who suggested the endorsement. The event must have a margin of support in accordance with our bylaws (note: only stated abstentions count in the abstention ratio). If that margin is acquired, the event is endorsed (hurray for cautious expediency)! Article 8: Elections 8.1. All internal elections for officers of the San Francisco Green Party, delegates to the Green Party of California General Assembly, and any other persons or options which are to be chosen by election by General Assembly/Plenary, shall be governed by the rules covered in this article. 8.2. In elections where more than one candidate or option is to be chosen, a preferential voting system shall be used. The details of the system to be used are set down in Appendix 1 of these bylaws. 8.3. In elections where only one candidate or option is to be chosen, the alternative vote system detailed in Appendix 1 of these bylaws shall be used, unless there are fewer than three candidates, in which case a simple majority vote will be used to elect. 8.4. If, in any election, the number of candidates or options is less than or equal to the number to be selected, then the Meeting may choose to elect by consensus. If, in this case, there is any objection to electing by consensus, then the election will proceed by secret ballot. All members voting will be permitted to cast ballots for any or all candidates; any candidate not receiving a majority of all votes cast will not be elected. 8.5. Delegates to the General Assembly of the Green Party of California are to be elected at a General Meeting preceding the next General Assembly. The County Council may canvass the active membership before the meeting, and may present a slate of nominees to the meeting. At the General Meeting, nominations may also be made; the General Meeting shall then proceed to elect the delegation according to the procedures set down in this article. 8.5.1. The General Meeting may also delegate the election of delegates or a portion of the delegation to a committee of the General Meeting, to the County Council, or to a San Francisco Green Party Working or Neighborhood Group. 8.5.2. The County Council may fill any vacancies which may arise between the election of State General Assembly delegates and the State General Assembly by appointing individuals to be alternate delegates; it may also elect delegates if the General Meeting failed to elect or provide for the election of sufficient delegates. If, at the General Assembly itself, an insufficient number of delegates are present, then the delegates present may choose alternates from any members of the San Francisco Green Party who are present. Article 9: Conflict Resolution 9.1. Rules Committee 9.1.1. The Rules Committee of the San Francisco Green Party shall: 9.1.1.1. Be the final arbiter of disputes involving interpretation of the Bylaws, 9.1.1.2. Maintain in a manner accessible to active Greens the records of bylaw amendments and archive of party policies, and 9.1.1.3. Serve as a working group to advise members on proposed bylaw amendments and internal party policies. 9.1.2. Each new County Council will nominate, and with the consent of a General Meeting (business decision), appoint three standing members of a Rules Committee. Standing members will serve the same terms as the County Council that nominated them. Vacancies on the committee will be filled using the same procedure. 9.1.3. At least one standing member shall not be a member of the County Council. At least one standing member shall have legal training or extensive legal experience. 9.1.4. Once appointed, the Rules Committee shall adopt its own bylaws that allow for the participation of active Greens in interpreting the SFGP bylaws. 9.1.5. The Rules Committee shall take jurisdiction of SFGP bylaws disputes when referred by any active Green, any working group, the general membership meeting or the County Council. Bylaws interpretations are a business decision for the Rules Committee. The Rules Committee may request reasonable funds from the CC to keep secure records. 9.1.6. In the case of a bylaws interpretation, if two of the three standing members disagree with an interpretation and elect to do so, they may veto an interpretation consensed upon by the full committee. This allows for the elected County Council and the General Membership to have a check on stacked meetings. 9.1.7. After every successful Bylaws amendment, the Rules Committee shall provide the CC with an updated copy of the Bylaws, for public dissemination. The Rules Committee shall also maintain a current archive of party policies, which the CC will make available to the public. 9.1.8. Standing members shall coordinate the production and promulgation of a committee report to the County Council and General Membership documenting the issue(s) investigated, fact-finding efforts and any findings and conclusions. This report must be crafted with legal defensibility in mind. In the event of a veto, the standing members shall solicit minority reports from active Greens on their differences that shall be included in the committee report. 9.1.9. In its roles of maintaining records and advising on proposed bylaw amendments, the Rules Committee shall function as any other working group. 9.2. Interpersonal Dispute Resolution Board 9.2.1. Each new County Council will nominate, and with the consent of a General Meeting (business decision), appoint three standing members to a Dispute Resolution Board. Standing members will serve the same terms as the County Council that nominated them. Vacancies on the committee will be filled using the same procedure. 9.2.2. At least one member shall not be a member of the County Council. 9.2.3. The Board shall facilitate conflict resolution for disputes that originate at SFGP facilities, meetings and events only. The Board shall work with stakeholders to identify and engage forms of conflict resolution acceptable to all parties to a dispute. 9.2.4. The Board is the first recourse of dispute resolution. If the Board is unable to resolve the dispute, it can designate an ad hoc committee of at least three Greens (one not a member of the County Council) acceptable to all parties who are willing to work to resolve the conflict or to an independent dispute resolution service. 9.2.5. The Board shall report to the County Council any action it takes in referring disputes for resolution. 9.2.6. The proceedings of the Dispute Resolution Board shall be closed, unless all parties to a matter stipulate otherwise. Internal records of dispute resolution shall remain closed unless all parties agree to open them. Internal records shall be deleted two years after the conclusion of dispute resolution, unless they have been opened. Any County Council oversight of The Board shall be held in closed session if any party to the matter requests so. 9.2.7. The Board shall produce a report at the conclusion of dispute resolution which shall include the substance of the initial positions of each side in the dispute, allegations investigated and whether substantiated, efforts made towards resolution and recommended action. The County Council must affirm by a simple majority any action forwarded by The Board and any member of the County Council party to a dispute must be recused from the affirmation vote. If affirmed, the report will be made available to active Greens. 9.2.8. The Ten Key Values of the Green Party shall serve as standards for dispute resolution. Transparency, objectivity, justice and fairness shall be the goals. The only winner in dispute resolution should be the Green Party. Article 10: Finance 10.1. The Finance Committee of the San Francisco Green Party is a standing committee of the County Council. 10.2. The Finance Committee is responsible, under the County Council, for the sound management of the finances of the local. The duties and responsibilities of the Finance Committee will include financial planning, development and monitoring of the budget, financial record keeping, day-to-day fiscal management, and fundraising. 10.3. The Finance Committee is empowered to make decisions only within the parameters set down in this article; the County Council reserves the right to approve all business decisions made by the Committee. The Finance Committee shall report to the County Council every month. The Finance Committee is empowered to propose specific rules and guidelines to implement the duties and responsibilities set down in these bylaws, subject to the approval of the County Council. 10.4. Meetings of the Finance Committee shall be open to all active members. 10.5. The Finance Committee will consist of the Treasurer, at least two permanent members, and any other active members of the San Francisco Green Party who wish to participate. The County Council shall appoint, for one-year terms, at least two permanent members to the Finance Committee. The elected members are responsible for attending Finance Committee meetings and insuring that the work of the Committee continues. 10.6. The Treasurer of the San Francisco Green Party shall be chosen by the County Council for a one-year term, but may be replaced by the Council at any time. The Treasurer will be ex-officio a member of the Finance Committee and may, but need not be, a permanent member of the Finance Committee. 10.7. The Treasurer is responsible for seeing to it that the day-to-day bills of the SFGP and any other duly budgeted and authorized expenses of the SFGP are paid. The Treasurer is also responsible for the timely reporting of all campaign-related financial activities to the FPPC in accordance with FPPC regulations. The Treasurer must maintain familiarity with the guidelines and regulations of the FPPC, and for insure that the San Francisco Green Party is in compliance with campaign reform laws. 10.8. The Treasurer may, with the consent of the County Council, appoint one or more Assistant Treasurers to help the Treasurer carry out his or her duties. 10.9. All revenue and expenses of the San Francisco Green Party are to be deposited and withdrawn from a single bank account or group of linked accounts. The Treasurer, and at least one other member of the Finance Committee, must be signers on the accounts. 10.10. No transaction may be made with SFGP funds without proper documentation. All revenue, including cash donations, is to be deposited in one of the SFGP bank accounts. No transactions may be made with undeposited revenue; all expenses should be paid from one of the SFGP bank accounts. However, the Finance Committee may keep a reserve of petty cash no greater than $50. Small expenses and reimbursements may be paid out of petty cash provided that all transactions are recorded. 10.11. All checks for amounts greater than $250 shall require the signatures of two members of the Finance Committee. 10.12. If a cash transaction is necessary, and the expense has been budgeted, then an individual may pay the expense, to be reimbursed later. 10.13. Any individual who spends personal funds on an expense which has not been budgeted or specifically approved by the County Council will not be reimbursed unless the unbudgeted expense has received prior approval by the Finance Committee. 10.14. All potential fundraising projects must be reviewed by the Finance Committee. The Finance Committee will evaluate all fundraising projects based on their financial feasibility, including startup costs and potential rate of return. Each fundraising project must report monthly to the Finance Committee, providing details of revenue and expense as well as rate of return. 10.15. Fundraising projects which are losing money may be terminated at the discretion of the Finance Committee. Article 11: Miscellaneous Provisions 11.1. Only bodies formally empowered by the San Francisco Green Party, or the Green Party of California, shall be recognized as having any formal power within the structure of the Green Party. 11.2. The terms of office of the Treasurer, and any other officers responsible to the County Council, will expire on the 30th day after each new County Council takes office, notwithstanding the date of their election. 11.3. Reasonable effort shall be made to hold all meetings of the San Francisco Green Party in locations that are accessible to the physically disabled. Article 12: Amendment 12.1. Amendments to these bylaws must be passed by both the County Council and by two consecutive General Meetings (or by one General Meeting, if first passed through the plenary by Group as outlined in Article 6). Appendix 1: Elections (as of 1/l/97) A1.1. Until such time as a specific form of preferential voting is approved, all internal elections of the San Francisco Green Party shall be by simple majority vote. A1.2. In elections where more than two candidates or options are contending, those candidates or options receiving the greatest number of votes shall be elected. A1.3. In elections where only one candidate or option is to be selected, a majority of all of the votes cast will be required to elect; if no candidate or option receives a majority, then a run-off between the two with the highest number of votes shall be held. The candidate or option receiving the highest number of votes in the run-off shall be elected. A1.4. A preferential voting system may be approved at any time by the County Council, and shall then replace this appendix.