Dear President Li and San Francisco Bike Coalition Board Members:
The “Save SF Bike coalition” calls on you to immediately rescind the recent vote on amendments to the SFBC’s bylaws and to restore the original bylaws that empowered members to vote for the Board of Directors. If you do not, we have no other choice but to consider legal action to have the vote invalidated.
The vote did not comply with Section 5342 of the California Corporations Code that governs the termination of all memberships in an organization such as the Bike Coalition:
- The SFBC did not provide members enough advance notice of the vote: The new bylaws eliminate all voting members of the Bike Coalition. Section 5342(b) states “Before such an amendment is adopted the corporation shall give written notice to members not less than 45 nor more than 90 days prior to any vote by the members on the amendment.” (italics added)
The SFBC notified members in the Summer 2015 edition of the Tube Times that the bylaw vote would be happening from July 17 to July 31. Member notification was required by June 2, 45 days before the vote started as per California law. The PDF of the Tube Times shows it was created on June 24, and many members tell us they didn’t receive theirs in the mail until July.
The Bike Coalition sent an email notification about the bylaw vote on June 16, only 30 days before the vote began, and it did not reach the significant number of members without email addresses.The notification period was in clear violation of state law. This alone is sufficient to invalidate the vote.
- The SFBC did not provide members enough information about the vote: The notice in the Tube Times said only that the amendments to the bylaws include “amendments related to voting and membership.” Section 5342(b) states that “The written notice shall describe the effect of the amendment on the corporation and the members.” The SFBC’s vague notice clearly did not inform members that the proposed amendment would eliminate members’ right to vote for the Board of Directors and terminate all memberships.
- The SFBC did not allow members to communicate with their fellow members about the vote: Section 5342(e) states the SFBC must allow “the member to communicate with other members regarding the proposed amendment.” On July 24, Save SF Bike requested that the SFBC send an email from us to our fellow members expressing our perspective on the proposed bylaw changes. The SFBC refused. Board members have told us that other members also requested the ability to communicate with the membership, and apparently their requests were likewise refused, as we did not receive any communication from other members besides Noah Budnick, the Executive Director of the SF Bicycle Coalition.
The process for the bylaws vote did not provide members enough information to make an informed decision about the change to the bylaws. On July 24, we requested that the SFBC take the following steps to give members more information on the vote:
- Update the sfbike.org/bylawvote page to explicitly describe how the proposed bylaws would eliminate all member rights and members’ ability to vote for the Board of Directors
- Add to the sfbike.org/news/bylawvote page an opposing perspective written by us, including our FAQs and a link to our website saveSFbike.org
- Add to both of these pages a link to a red-lined and annotated version of the bylaw changes
- Include an opposing perspective in the Biker Bulletin, written by us, with a link to our web site
- Send a stand-alone email from Noah to all members presenting our perspectives on the proposed bylaw changes, written by us, with a link to our web site
- Include in all of these communications an explanation on how a member may recast their vote
The SFBC refused all of these requests.
We appreciate that the SFBC posted our 350-word opposing view on its web site along with another opposing view and two supporting views. But very few members ever saw that post, because the link to it was the third item in the Biker Bulletin on July 28–just three days before voting ended on July 31.
Unfortunately if the Board of Directors is unwilling to rescind the vote, we believe our only choice will be to pursue legal action to have the vote invalidated. The last thing we want to do is bring in lawyers, but we care too much about the Bike Coalition to allow this invalid vote to be accepted. We request a response by the end of the day, Friday, August 21.
Please. It’s not too late to remedy this situation and allow us all to refocus on the important work of advancing bicycling in San Francisco. Thank you for your prompt attention.
Save SF Bike
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