By-Laws

Revised January 2007

SECTION I. NAME

The name of the non-profit association is the Southern Marin Mothers’ Club (the “Association”).

SECTION II. OFFICES

• MAILING ADDRESS AND PRINCIPAL OFFICE. The mailing address of the Association is Southern Marin Mothers’ Club, P.O. Box 271, Mill Valley, CA 94942. The board of directors of the Association (the “Board of Directors”) may at any time establish a principal office at a location within California.

• OTHER OFFICES. The Board of Directors may at any time establish one or more other offices at any place or places within California.

SECTION III. OBJECTS AND PURPOSES

• SPECIFIC. The specific purpose of the Association is to provide education and support for parents, children, and families living in the Southern Marin communities of Belvedere, Marin City, Mill Valley, Sausalito, Tiburon, and surrounding areas. Its membership is comprised of parents of children ages birth to five years, living in those communities. The SMMC membership seeks to fulfill its purpose through, among other things: the presentation of educational lectures dealing with issues relevant to families with small children; the organization of support groups and playgroups; the communication of information relevant to members; and the provision of volunteer and charitable support for children and families in need within the Marin community at large.

• GENERAL. The Association is organized exclusively for charitable purposes within the meaning of I.R.C. § 501©(4). The Association shall not carry on any other activities not permitted to be carried on by an association exempt from federal income tax under I.R.C. § 501©(4) (or the corresponding provision of any future United States Revenue Law). No substantial part of the activities of the Association shall consist of the carrying on of propaganda or otherwise attempting to influence legislation, nor shall the Association participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for political office. The property of the Association is irrevocably dedicated to charitable purposes, and no part of the net income or assets of the Association shall ever inure to the benefit of any director or officer of the Association, or to the benefit of any private individual, except that to the extent permitted by these By-laws the Association shall be authorized and empowered to pay reasonable compensation for services rendered. Upon the winding up and dissolution of the Association, and after paying or adequately providing for the debts and obligations of the Association, the remaining assets shall be distributed to nonprofit funds, foundations, Associations, or other organizations that are organized and operated exclusively for charitable purposes and that shall at the time qualify as exempt organizations under I.R.C. § 501©(4), (or the corresponding provision of any future United States Internal Revenue law), with first consideration going to those appropriate organizations which serve the interests of mothers and children.

• MISSION STATEMENT. Southern Marin Mothers’ Club strives to provide a supportive, nurturing community for families to share meaningful experiences, fun, and fellowship that strengthen family bonds.

SECTION IV. DIRECTORS

• MANAGEMENT OF ASSOCIATION’S BUSINESS BY BOARD. Subject to the provisions of any applicable law or any limitations in the Articles of the Association (the “Articles”), the activities and affairs of the Association shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board of Directors may delegate the management of the Association’s activities to any person or persons, management company, or committee however composed, provided that the activities and affairs of the Association shall be managed and all corporate powers shall be exercised under the ultimate direction if the Board of Directors. Without limiting other powers of the Association which the Board of Directors may exercise and except as may be otherwise provided in these By-laws, the Board of Directors shall have the power to cause the Association to carry on activities at a profit and apply any profit that results to any activity in which it may lawfully engage.

• NUMBER OF DIRECTORS. The number of the Association’s directors shall not be less than ten nor more than thirty-five, until changed by a duly adopted amendment of the Articles or this Section.

• QUALIFICATION OF DIRECTOR. The Board of Directors shall make an annual determination of the minimum number of directors. The Board of Directors shall consist of the Association’s two Chairpersons (“Co-Directors”), the Treasurer, and the Club Coordinators as designated annually. Club Coordinator positions are set forth in Appendix A attached hereto.

There shall be no general qualifications to be a member of the Board of Directors except that each of the Co-Directors should have prior Board experience. However, certain Board positions such as Treasurer may require certain specific qualifications as determined by the Board of Directors.

• COMPENSATION OF DIRECTORS. Directors are volunteer directors and shall receive no compensation for their services as directors, but may receive reimbursement for their expenses as may be determined from time to time by the Board of Directors. A director shall be subject to all of the duties and obligations imposed by the Articles, these By-laws, or by law.

• SELECTION AND TERM OF OFFICE. All Board members serve a one-year term starting February 1 st and running through January 31 st. All positions change at the same time. No member may hold the same position for two (2) consecutive terms without Board approval. All Board positions are filled on a volunteer basis and are open to the entire membership except for any special qualifications as provided for in paragraph IV. C., above.

Members of the Board of Directors should be designated by December 15th of the year prior to service. Members shall be notified in the September newsletter that Board membership is open for volunteers, The deadline for volunteers for the Board of Directors shall be set at a date prior to the December meeting at which the Board will designate its successors.

In order to volunteer for a Board position, a member should designate, in order of preference, the specific Board position desired. The sitting Board shall designate the new Board members by trying to match preferences. If more than two people volunteer for Co-Director, the two Co-Directors shall be selected by secret ballot of the Board and those volunteers receiving the most votes shall be designated as the Co-Directors. In the event that more than one member volunteers for a certain position, the Co-Directors and volunteers involved will discuss options and reach a solution acceptable to all. The new Board will be announced in the March newsletter.

• REMOVAL OF DIRECTOR FOR CAUSE. The Board of Directors may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or been convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Sections 5230-5239 of the California Nonprofit Public Benefit Association Law, or who has failed to attend six consecutive Board of Directors meetings without just cause and notice to the Board of Directors preceding the date on which the office of the director is proposed to be declared vacant.

• RESIGNATION OF DIRECTOR. Any director may resign effective upon giving written notice to the Co-Directors or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be appointed by the organization which designated the resigning director, to take office when the resignation becomes effective. Except upon notice to the Attorney General of the State of California, no director may resign where the Association would then be left without a duly elected director or directors in charge of its affairs.

SECTION V. MEETINGS

• PLACE OF BOARD MEETINGS. Meetings of the Board of Directors shall be held on the first Monday of every month. The day, time, and location may be changed by decision of the Board of Directors. Board meetings shall be open to the general membership.

• REGULAR MEETINGS. Regular meetings of the Board of Directors may be held without notice if the time and place of such meetings are fixed by these By-laws or the Board of Directors.

• EDUCATIONAL SERIES MEETINGS. Educational meetings for the general membership are held when determined by the board. The day, time, and location may be determined by decision of the Board of Directors.

Educational Series Meetings are for club members and the general community to enjoy informative speakers and to share their concerns about relevant issues.

• SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the Co-Directors or by any four directors. Special meetings of the Board of Directors shall be held upon four (4) days’ notice by first-class mail, or 48 hours’ notice delivered personally, by telephone, or email. Such notice shall specify the purpose of any special meeting of the Board of Directors.

• VOTING IN THE BOARD; QUORUM. Each director shall have one vote. At least one third of the authorized number of directors but no less than a total of two (2) directors shall constitute a quorum of the Board of Directors for the transaction of business. Every action or decision made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors if any action taken is approved by at least a majority of the required quorum for such meeting.

If a Board member is unable to attend, she may designate another Board member to act as her proxy. The Co-Directors may table an issue if the Board is at an impasse or if further research, time, or information is needed.

• ACTION WITHOUT A MEETING. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board of Directors shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as the unanimous vote of such directors.

Should a minor decision be necessary before the next Board meeting, the Co-Directors (and if funds are involved, the Treasurer), shall have the authority to make such decision. A minor decision shall be one that does not entail an expenditure of Association funds over $50.00 and is not political, secular, or controversial in nature.

SECTION VI. MEMBERS

• MEMBERS. Members of the Association shall be the primary caregiver/parent of their child(ren) ages birth to five (or currently expecting); reside in the communities of Belvedere, Marin City, Mill Valley, Sausalito, Tiburon, or surrounding areas; pay annual dues and renew on a yearly basis (unless dues have been waived due to financial hardship).

• MEMBER RESPONSIBILITIES.

• The Association is a volunteer organization, thus members are encouraged to lend a helping hand whenever they can. However, members are required to participate at least once per year in the “In-A-Pinch” program which provides meals and other assistance to families in need.

• Parents are responsible for the well-being, safety and behavior of their children, families, and guests while attending playgroups and other Association functions. All members are required to read, sign, and understand the By-laws Acknowledgment and Liability Waiver form.

• Children and parents/caregivers who are ill should not attend Association functions.

• Members may not use the Southern Marin Mothers’ Club name or logo as an endorsement of their products or services.

• Association’s functions and membership roster shall not be used as a means to solicit goods or services. The member roster is the property of the Association and is for Association use only. The roster may be provided to members for Association use. The roster shall not be used for solicitation or marketing and can not be copied or otherwise distributed.

• Any new Association functions must be approved by the Board of Directors.

• MEMBER TERMINATION. A member may voluntarily terminate at any time by notifying the Membership Coordinator. Dues will not be refunded to any terminating member. If a member is not current with his or her dues and an exception has not been made by the Board of Directors, the member may be dropped from the membership roster if dues are not submitted within fifteen (15) days from the notice of delinquency.

SECTION VII. FINANCES

• DUES. Dues shall be payable annually by December 15 th for the following year. The amount of dues shall be set by the Board of Directors. Dues may not be raised during any fiscal year, but may be raised or lowered by the Board for the following fiscal year. Dues shall be prorated for members joining mid-year. Dues shall be waived or reduced by the Board of Directors for certain individuals on the basis of financial hardship.

• USE OF FUNDS. Dues shall be used to fund the cost of Association programs and activities. Dues and other Association receipts will be deposited and held in the Association’s bank account. One signature is required and authorized signatories on the account shall be the Treasurer and the Co-Directors. Any request for reimbursement of out-of-pocket expenses of approved Association expenditures should be submitted to the Treasurer and should be accompanied by a receipt.

All fundraising efforts of the Association must have prior approval of the Board of Directors. Fundraising efforts should be consistent with the Association’s tax-exempt status under I.R.C. § 501©(4).

The Treasurer shall report the Association’s financial status at every Board meeting.

• BUDGET. Budgets for Club Coordinator Committees shall be set by the Board of Directors based upon the reasonable estimates of the Club Coordinators. Budgets may subsequently be adjusted by the Board of Directors in accordance with the Association’s financial circumstances and upon demonstration of changing needs by the Club Coordinators.

SECTION VIII. MISCELLANEOUS PROVISIONS

• INTERPRETATION OF BY-LAWS. Unless defined differently herein or unless the context requires a different meaning, terms used in these By-laws shall have the same meaning as may be given to them in the California Nonprofit Public Benefit Corporation Law, as amended from time to time. To the extent possible, these By-laws shall be construed as supplemental to all laws applicable to the same subject matter and shall be fully complied with unless such compliance shall be illegal. Any provision of these By-laws which is inconsistent with any applicable law shall not be complied with, but such inconsistency shall not affect the validity of any other provision of these By-laws.

• NOTICES. Unless otherwise expressly provided herein, any notice required or permitted to be given under these By-laws shall be deemed effectively given when: (1) deposited in the United States mail, addressed to the recipient at his or her last address, if any, appearing on the Association’s books and with first-class postage thereon prepaid; (2) personally delivered in writing to the recipient; (3) delivered in writing to a common carrier for transmission, or actually transmitted by the person giving notice by electronic means, to the recipient; or (4) communicated orally, in person or by telephone or radio, to the recipient or to a person at the recipient’s office whom the person giving notice has reason to believe will promptly communicate it to the recipient.

• FISCAL YEAR. The fiscal year of the Association shall begin on January 1 and end on December 31 of each year.

• INSTRUMENTS IN WRITING. All checks, drafts, demands for money and notes of the Association, and all written contracts of the Association, shall be signed by such officer or officers, agent or agents, as the Board of Directors may from time to time designate. No officer, agent or employee of the Association shall have the power to bind the Association by contract or otherwise unless authorized to do so by these By-laws or by the Board of Directors.

SECTION IX. ADOPTION, AMENDMENT OR REPEAL OF BY-LAWS

• PROCEDURE. By-laws may be adopted, amended or repealed by the Board of Directors.

• IMPERMISSIBLE AMENDMENTS. No amendments of the Articles or these By-laws may extend the term of a director beyond that for which the director was designated. Any reduction in the number of directors authorized in the Articles or these By-laws does not remove the director prior to the expiration of such director’s term of office.

• NO DISTRIBUTIONS TO DIRECTORS. The Association shall not make any distributions. For purposes of this Section, “distribution” means the distribution of any gains, profits, or dividends to any director as a member of the Association. Any person who receives any distribution is liable to the Association for the amount so received by such person with interest thereon at the legal rate on judgments.

Appendix A

Board Position	Responsibilities
Advertising	Maintain and develop relationships with advertisers Collect payments before ads are placed, all checks made out to SMMC Give all checks to Treasurer Coordinate with Newsletter to ensure space is available for advertisers Send all graphics to Newsletter Send all classified ads to Webmaster each month
Co-Directors	Set agenda each month and email to all Board members before each meeting Preside over all SMMC Board meetings Serve as advisors to Board members Track attendance at Board meetings Attend SMMC events and meetings Serve as spokeswomen for SMMC Write a monthly letter for the Newsletter, due the 1 st of each month
Community Outreach	Maintain a list of volunteer opportunities for members and their children Coordinate with the staff at selected charities to determine needs and organize donation drives at events Communicate opportunities, events, and donation information to members Pick up and deliver donations brought to SMMC events Compile a list of volunteers to thank and send to Newsletter for public recognition Write a monthly section for the Newsletter, due the 1 st of each month
Educational Series Coordinators	Plan educational series (including all correspondence with speakers—confirmation letters, thank you notes, etc.) for SMMC members Coordinate with Membership to find topics of interest to SMMC members Coordinate with Treasurer if speakers need to be paid Compile a list of volunteers to thank and send to Newsletter for public recognition Write section for the Newsletter when there is an educational series, due the 1 st of the month, which includes information on the upcoming educational series and after provides event recaps Provide cost-effective childcare for members at educational series Track the number of children being served at educational series Create and maintain a list of available caregivers on the evenings of educational series for our members.
Events & Fundraising	Plan Spring, Halloween, Holiday parties Plan and execute fundraising events for SMMC Work with Playgroups and Membership to coordinate members who will volunteer at events Compile a list of volunteers to thank and send to Newsletter for public recognition Solicit donations from community vendors for events Coordinate with Advertising to give free advertising to vendors who donate goods/services Compile a list of volunteers/vendors to thank and send to Newsletter for public recognition Write a section for the Newsletter, when there are upcoming events or event recaps, due the 1 st of each month
In-A-Pinch	Coordinate all requests for IAP services Track members served by IAP and send any member update to Membership Compile a list of new babies and send to Newsletter Compile a list of volunteers to thank and send to Newsletter for public recognition Write a monthly section for the Newsletter, due the 1 st of each month; include members who will be called to volunteer for IAP Write and send a welcome letter to Playgroups advertising IAP services Write and send a welcome letter to all new members advertising IAP services E-mail playgroup leaders every 3 months to solicit referrals for IAP services. Coordinate gifts for Board members with new babies
Marketing	Ensure brochures, postcards, and business cards are available at pediatricians’ and OBs’ offices Ensure that brochures and applications are in all CPMC and MG new mom packets Ensure Membership and/or Events has brochures, postcards, and business cards available at all SMMC events Email playgroup leaders about upcoming events and activities
Membership	Maintain membership database and roster Track number of new and renewing members Provide an updated to roster to Playgroups each week (or as needed), to the Newsletter Editors each month and at every SMMC event Ensure membership applications are available at every SMMC function Respond to messages on voicemail box Pick up mail from P.O. box Send out applications to new and renewing members Host New Member Coffees Track number of attendees at events (both members and non-members) and report at monthly board meetings Compile a list of volunteers to thank and send to Newsletter for public recognition
Mom’s Express	Develop and maintain an active list of businesses and individuals who wish to promote themselves by supporting SMMC through providing sponsorships or participating in the SMMC Value Card program. Recruit local businesses to partner with the SMMC. Drive the efforts of the board members to recruit additional partners. Work with advertising and webmaster to determine best placement/promotions for partners. Provide partner recognition and support at SMMC events, social programs and fundraisers.
Newsletter Associate Editor	Solicit articles for the newsletter from members and community organizations with relevant information for SMMC members Coordinate with Membership each month to get an accurate roster of SMMC members Send all new information to Webmaster each month
Newsletter Editor	Manage content and overall development for newsletter Lay out, final edit, and produce a monthly newsletter (10 per year) Coordinate with Advertising and Around-the-Bay each month to include contributions
Newsletter Around The Bay	Write insert for the Newsletter, due the 10th of each month per newsletter schedule; include all information on SMMC events and non-SMMC events, primarily for Marin, secondarily for San Francisco and the greater Bay Area Serve as the resource expert for members looking for activities and events in the Bay Area
Newsletter Courier	Obtain updated mailing list from memberships and advertising on the 15 th of each month Print out labels, removing duplicate labels as needed Put labels on each newsletter Take to post office and mail following all bulk mail guidelines by the 25 th of each month
Playgroup Coordinator	Organize members into playgroups Maintain rosters of playgroups and update as needed Send all roster updates to Membership Send all new baby news to In-A-Pinch Maintain waiting lists for playgroups when they are full and start new playgroups as needed Assist playgroups in resolving issues Write a monthly section for the Newsletter, due the 1 st of each month; include information about playgroups and/or pictures of members
Secretary	Coordinate the monthly board meetings, including securing the meeting location and food, and sending the e-vite. Take and distribute minutes of the board meetings. Update and distribute board manual documents as needed. Communicate pertinent information to the board as needed. Coordinate bimonthly board night out events and quarterly family/children board events.
Social Events Coordinator	Plan and host social events for SMMC members Correspond with and help coordinate SMMC members who have special interest clubs they would like to start Compile a list of volunteers to thank and send to Newsletter for public recognition Work with Educational Series Coordinators if childcare is needed for a social event Write a section for the Newsletter, due the 1 st of each month, which includes information on any upcoming social events or event recaps
Treasurer	Ensure consistent financial reporting Provide timely deposits and payments Provide guidance on club expenditures/monitor spending Help establish budgets/help keep spending on track Provide monthly budget vs. actuals to the Board Keep hard copy of all SMMC financial records Pay for Board Members dinners

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