MCN Bylaws

Approved MCN By-Laws

Revision Date: 6/12/24
BY-LAWS OF MORAGA CITIZENS NETWORK

ARTICLE I

OFFICES
Section 1. Registered Office. The Moraga Citizens Network shall maintain a registered
agent in the State of California.

ARTICLE II

PURPOSES
Section 1. Nature of Organization. The Moraga Citizens Network is a nonprofit
organization, which is organized and shall be operated in accordance with the meaning and
provisions of Section 501(c)(3) of the Internal Revenue Code and the regulations issued there
under.

Section 2. Primary Purposes. The Moraga Citizens Network is a grassroots organization
dedicated to encouraging participation in the life of Moraga, California. It provides or directs
members to non-partisan, factual information on current issues. It assists the town staff in
publicizing public meetings and town-sponsored events when needed. It announces many
recreational, educational, and fund raising events offered in Moraga by the Town’s service
organizations, library, non-profit organizations and Saint Mary’s College of California. All of
its activities are directed toward the end of promoting participation in the Moraga Community

ARTICLE III

BOARD OFDIRECTORS AND EXECUTIVE DIRECTOR

Section 1. General Powers. The Board of Directors shall have the general power to manage
and control the affairs and property of the Moraga Citizens Network and shall have full
power, by majority vote, to adopt rules and regulations governing the action of the Board of
Directors. The Board will advise and support the efforts of the Executive Director as spelled
out in these bylaws. The Executive Director shall be selected and approved by the Board of
Directors and shall have responsibility for the day-to-day operation of the Moraga Citizens
Network.

Section 2. Number, Election, and Term of Office. The Board of Directors shall consist of
no less than five (5) and no more than fifteen (15) members and this shall include the
Executive Director. Election to the Board of Directors shall be by consensus of the members
of the Board of Directors, which shall occur, except in the case of filling vacancies, at each
annual meeting thereof. Each elected Director shall serve for a term of three years. Directors
may serve up to two consecutive three-year terms. After this, Directors may continue to serve as a
Director, on a year- by-year basis, if approved by a majority of the full Board at the annual meeting.
Board members shall be selected from the Moraga Citizens Network membership which is
defined as those who have indicated they wish to be on the distribution list for The Moraga
Citizens Network Link (MCN LINK).

Section 3. Officers. The Board of Directors may designate by majority vote from among its
members a President, Vice-President, Secretary, Treasurer, and such other officers, as it may
consider appropriate with such duties as it may prescribe. Officers are elected annually for a one
year term but may be re-elected for an additional one-year term in the same position, up to a maximum of
six years.

Section 4. Vacancies. Any vacancy occurring on the Board of Directors shall be filled by
such person as shall be elected by consensus of the remaining members of the Board of
Directors.

Section 5. Annual and Regular Meetings. The Board of Directors shall hold an annual
meeting at such time and place, that the Board of Directors shall by resolution prescribe. The
Board of Directors may by resolution prescribe the time and place of such other regular
meetings.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by or
at the request of the Executive Director, President or any two Directors. The person or
persons authorized to call special meetings of the Board of Directors may fix any reasonable
date, hour, and place, within California, as the date, hour, and place for holding any special
meeting of the Board called by them.

Section 7. Notice. Notice of any special meeting of the Board of Directors shall be given to
the Directors in a reasonable time and by reasonable means prior to the meeting. The business
to be transacted at, and the purpose of, any annual meeting or special meeting of the Board of
Directors need not be specified in the notice of such meeting.

Section 8. Quorum and Proxies. A majority of the total number of Directors in office shall
constitute a quorum for the transaction of business at any meeting of the Board of Directors;
but, if less than a majority of the Directors are present at said meeting, the meeting shall
adjourn. Proxies shall not be permitted.

Section 9. Manner of Acting. The act of a majority of the Directors present at a meeting at
which a quorum is present shall be considered an act of the Board of Directors, unless the act
of a greater number is required by law or by these Bylaws.

Section 10. Compensation. The Executive Director and Directors as such may not receive
any stated salaries for their services but may be reimbursed for reasonable expenses within
budget limitations.

Section 11. Informal Action. Any action may be taken without a meeting of the Directors if
consent in writing setting forth the action so taken is signed by all of the Directors. Electronic
(email, etc.) or written record of telephone contact shall be sufficient.

Section 12. Resignation; Removal. (a) A Director may resign from the Board of Directors at
any time by giving notice of his resignation in writing addressed to the Executive Director,
President or Secretary of the Moraga Citizens Network or by presenting his or her written
resignation at an annual, regular, or special meeting of the Board of Directors. (b) Except as
otherwise provided by law, at any meeting of the Board of Directors called expressly for that
purpose, any Director may be removed, with or without cause, by the vote of a majority of the
Directors.

ARTICLE IV
REGULAR COMMITTEES

Section 1. Purposes. The Board of Directors may establish such regular committees to assist
it in the performance of its duties as it considers appropriate.

Section 2. Number, Election, and Term of Office. The number and makeup of members of
each regular committee shall be determined by the Board of Directors. Members of each
regular committee shall be elected by the affirmative vote of a majority of the Board of
Directors and shall serve until resignation, completion of committee purpose or removal by the
affirmative vote of a majority of the Board of Directors.

Section 3. Officers. The President may designate from among the members of a regular
committee a Chairman of such committee. The Chairman and any other officers appointed by
he or she of each such committee shall have such duties as the Chairman prescribes.

Section 4. Vacancies. Vacancies in the membership of any committee shall be filled by the
Board of Directors.

Section 5. Quorum. Unless 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 the meeting at which a quorum is present shall be
the act of the committee.

Section 6. Rules. Each committee may adopt rules for its own government not inconsistent
with the Bylaws or with rules adopted by the Board of Directors. Generally, “Roberts Rules of
Order” are appropriate in the absence of other guidance.

Section 7. Powers. Each regular committee shall have such powers as the Board of Directors
may grant it consistent with law, the Articles of Incorporation, and the Bylaws.

ARTICLE V

ADVISORY COMMITTEES

Section 1. Purpose. The Board of Directors may appoint such other advisory committees, as
it considers appropriate. The purpose of all such committees shall be to advise the Board of
Directors on such matters relating to Moraga Citizens Network as the Board of Directors
designates.

Section 2. Number, Election, and Term of Office. The number of members of each
advisory committee shall be as determined by the Board of Directors. Members of each
advisory committee shall be elected by the affirmative vote of a majority of the Board of
Directors and shall serve until resignation, completion of committee purpose or removal by the
affirmative vote of a majority of the Board of Directors.

Section 3. Powers. Each advisory committee shall have the power to advise the Board of
Directors and such other powers as the Board of Directors may grant it consistent with law, the
Articles of Incorporation, and the Bylaws.

ARTICLE VI
OFFICERS

Section 1. Officers. The Officers of the Moraga Citizens Network shall be a President,
Vice President, Secretary, Treasurer, and such other Officers as may be elected in accordance
with the provisions of this Article. The same person may hold not more than one office
simultaneously.

Section 2. Election and Term of Office. The Officers of the Moraga Citizens Network
shall be elected by a majority vote of the members of the Board of Directors at the
organizational meeting and at every annual meeting of the Board thereafter, except that new
offices may be created and filled at any meeting of the Board of Directors. The term of each
officer shall be one year, though he/she can be re-elected for one more 1-year term to that
same office, before a hiatus of one year from that particular office shall be required.

Section 3. Removal. The Executive Director or any Officer may be removed upon an
affirmative vote of two-thirds of the entire Board of Directors, whenever in its judgment the
best interests of the Moraga Citizens Network would be served thereby.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion
of the term.

Section 5. President The President shall convene regularly scheduled Board meetings of
Moraga Citizens Network and, shall arrange for other members to take on responsibilities as
they arise, and support the Executive Director as needed. He or she shall sign, with the
Treasurer or the Executive Director of the Moraga Citizens Network, any deeds, mortgages,
bonds, contracts, or other instruments or documents which the Board of Directors has
authorized to be executed; and he or she shall perform all such other duties as may be
prescribed by the Board of Directors from time to time.

Section 6. Vice President. In the event of the death, resignation or removal of the President,
the person who serves as Vice President shall assume the office of President until the Board of
Directors elects a successor to the President and shall perform all such other duties as may be
prescribed by the Board of Directors from time to time. The Vice President shall have as a
collateral duty the coordination of membership efforts and/or any other duty deemed helpful by
the Board of Directors.

Section 7. Secretary. The Secretary shall keep the minutes of the meetings of the Board of
Directors; see that all notices are duly given in accordance with the provisions of the Bylaws or
as required by law; be custodian of the corporate records and seal; and perform such other
duties as from time to time may be assigned to he or she by the President or by the Board of
Directors.

Section 8. Treasurer. The Treasurer shall be responsible for all funds and securities of the
Moraga Citizens Network and shall receive and give receipts for monies due and payable to
the Moraga Citizens Network and deposit all such monies in the name of the Moraga
Citizens Network in such banks, trust companies or other depositories as shall be selected in
accordance with the provisions of the Bylaws; and perform such other duties as from time to
time may be assigned to him by the President or by the Board of Directors The Treasurer and
President (or Executive Director) shall co-sign outgoing checks in any amount over $200. The
Treasurer shall, with the assistance of the Executive Director prepare annually a budget for the
operation of the Moraga Citizens Network. He or she shall be responsible for administration
of fees, registrations and tax documents. He or she shall also use an appropriate accounting
and financial record keeping system for the organization. The Executive Director may execute
such duties of the Treasurer as mutually agreed in the daily operation of the Moraga Citizens
Network, subject to providing full accounting to the Treasurer for his or her actions pertaining
thereto.

Section 9. General. Each member of the Board of Directors and the Executive Director will
agree as a Board and as a condition of office to be publicly impartial and neutral towards Town
Council Candidates and candidates for any other public office in Moraga including, but not
limited to, Moraga School District and Moraga Orinda Fire District (MOFD). This restriction
includes espousing no public support on behalf of Moraga Citizens Network for any candidate
or issue. and will espouse no public support on behalf of Moraga Citizens Network for any
candidate or issue. However, Board members may communicate their personal opinions on
matters when asked, as long as they are not representing the Board in any way. This restriction
does not apply to MCN Ambassadors unless he or she is involved in any way with the content
of Candidates Night. New members elected to the Board of Directors after the date of approval of these bylaws
shall not be related by blood or marriage to any other board member.

ARTICLE VII
EXECUTIVE DIRECTOR

Section 1. Executive Director. The Executive Director shall be responsible for the day-to-day
operation of the Moraga Citizens Network in accordance with the Purposes (Article II) of
the organization as spelled out in these bylaws. This shall include publication of the Moraga
Citizens Network Link (MCN LINK), preparations for special events such as the Town
Council Candidates Night forum, seeking out donations to sustain the Moraga Citizens
Network, budget execution and such other duties as he or she or the Board of Directors shall
determine necessary to the efficient and effective operation of the Moraga Citizens Network.

He or she shall also use the appropriate accounting and financial record keeping system
developed by the Treasurer for the organization. The Executive Director shall utilize an
administrative record keeping system suitable to effective control and management of the
Moraga Citizens Network. The Executive Director may execute such duties of the Treasurer
as mutually agreed in the daily operation of the Moraga Citizens Network, subject to
providing full accounting to the Treasurer for his or her actions.

Section 2. Executive Director Staff: Director of Communications/Webmaster. The Director
of Communications/Webmaster shall be responsible for the operation and maintenance of the
Moraga Citizens Network Internet web site and for such other computer-related and Internet
responsibilities as the Executive Director shall designate. The Director of
Communications/Webmaster may or may not be a member of the Board.

ARTICLE VIII
CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 1. Contracts. The Board of Directors may authorize any Officer or Officers, agent
or agents of Moraga Citizens Network, in addition to or in place of the Officers so authorized
by the Bylaws, to enter into a contract or execute and deliver any instrument or document in
the name and on behalf of the Moraga Citizens Network, and such authority may be general
or confined to specific instances. All contracts shall be subject to the approval of the Board
President, Executive Director and Treasurer prior to execution.

Section 2. Checks, Drafts, and Similar Documents. All checks, drafts or orders for the
payment of money, notes or other evidences of indebtedness issued in the name of the Moraga
Citizens Network, shall be signed by the elected Treasurer, unless the amount of the check is
over $200, in which case it shall be co-signed by the President (or Executive Director) and in
such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 3. Deposits. All funds of the Moraga Citizens Network shall be deposited from time
to time to the credit of the Moraga Citizens Network in such banks, trust companies or other
depositories as the Board of Directors may select.

Section 4. Gifts and Contributions. The Board of Directors may accept on behalf of the
Moraga Citizens Network any contribution, gift, bequest, or devise for the general purposes
or for any special purpose of the Moraga Citizens Network. Such contributions, gifts,
bequests, or devises shall be in conformity with the laws of the United States, the State of
California, and any other relevant jurisdiction.

ARTICLE IX
BOOKS ANDRECORDS

The Moraga Citizens Network shall keep correct and complete books and records of account
and also shall keep minutes of the proceedings of its Board of Directors and committees having
any of the authority of the Board of Directors.

ARTICLE X
FISCAL YEAR

The fiscal year of Moraga Citizens Network shall begin on the first day of January and end
on the last day of December in each year.

ARTICLE XI
WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the law of California or
the Bylaws of the Moraga Citizens Network, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated therein, shall be
deemed equivalent to the giving of such notice.

ARTICLE XII
AMENDMENTS TOBYLAWS

The Bylaws may be altered, amended or repealed and new Bylaws may be adopted by majority
vote of the Board of Directors present at any annual, regular or special meeting, if at least
fifteen (15) days written notice is given of intention to alter, amend or repeal the Bylaws or to
adopt new Bylaws at such meeting.