MOBN Articles of Incorporation

MAKE OAKLAND BETTER NOW!

ARTICLES OF ASSOCIATION

November 22, 2009

1. Make Oakland Better Now! is a grass-roots civic organization dedicated to improving the City of Oakland. Make Oakland Better Now! strives to use issue research, education, advocacy, outreach and candidate vetting to empower Oakland’s independent voters.

2. Make Oakland Better Now! is an unincorporated association, with membership open to all residents of and businesses in the City of Oakland. It will endeavor to be established as a social welfare organization under Section 501(c)(4) of the Internal Revenue Code.

3. Make Oakland Better Now! is governed by an Executive Board (sometimes herein “the Board”) consisting of no fewer than seven and no more than fifteen members. A quorum will consist of three quarters of all Board members, but in no event fewer than five. The names of the initial Executive Board members are attached to these Articles as Attachment “A.” Initial Executive Board members will serve in that capacity until the first general membership meeting following adoption of these Articles. At such first general membership meeting, the members will elect an Executive Board to serve until the next general membership meeting held at least one year after the initial election. Thereafter, Board elections will be held at general membership meetings at approximately one year intervals.

4. The Executive Board may nominate as many as nine candidates for the Executive Board. In addition, any member of Make Oakland Better Now! may nominate any member (including himself or herself) to serve as an Executive Board member. If there are no more than fifteen nominees, the membership will vote the proposed slate up or down. If there are more than fifteen nominees, Make Oakland Better Now! members may each vote for up to fifteen names, and the fifteen top vote-getters will be elected to the Board.

5. Officers of Make Oakland Better Now! shall be the Board Chair, Assistant Board Chair, Secretary, Treasurer and such other officers as the Board may deem appropriate. The Chair will preside over Board meetings. The Assistant Chair will preside over Board meetings when the Chair is absent or otherwise unavailable. The Secretary will report minutes from Board meetings, and the Treasurer will manage the Association’s funds.

6. The names of the initial officers are attached to these Articles as Exhibit “B.” The Board will elect the Secretary and Treasurer, who will serve for terms of no less than eleven months and no more than thirteen months. At the first general membership meeting following adoption of these Articles, the Board will propose a slate of Chair and Assistant Chair to the members. At that time, any member may nominate any member (including him or herself) to serve as Chair or Assistant Chair. If either office is contested, the contested office will be decided by majority vote. If there are more than two candidates for any office, an instant runoff vote will be taken.

7. Board meetings may be called by any member of the board on reasonable notice, and may be held face-to-face or by conference call. Board meetings shall be held no less than twice yearly unless a majority of the Board votes otherwise. The agenda for a Board meeting shall be set by the Chair (or the Assistant Chair, if presiding) or by a majority vote of the Board. An Agenda set by the Chair or Assistant Chair shall be provided to Board members at least twenty-four hours before any Board meeting.

8. The Board shall be responsible for the overall policy and operations of Make Oakland Better Now!, including, without limitation: (a) directing areas of concern, investigation and study within the Association’s areas of interest; (b) recommending positions to the Association’s members; (c) publishing the Association’s positions; (d) directing activities for recruiting members; (e) directing initiatives for driving the public agenda in Make Oakland Better Now!’s areas of interest, including informational activities, candidate nights, appearances at public forums and meetings, letters to the editor, blog posts, publications, and alliances; (f) establishing Make Oakland Better Now! committees and subcommittees; (g) fundraising activities; (h) expenditure of funds; (i) encouraging full involvement of Make Oakland Better Now! members in all of the Association’s activities; and (j) scheduling general membership assemblies and setting the agenda for such assemblies. The Board is also responsible for electing Make Oakland Better Now! committee chairs.

9. General membership assemblies of Make Oakland Better Now! shall be held at such times and places as are determined by the Board, but no less than once each year. The Board will give reasonable notice of general membership meetings, including agenda information.

10. The members shall have exclusive authority to (a) adopt positions concerning issues relevant to the City of Oakland; and (b) endorse candidates. The members of Make Oakland Better Now! shall only endorse a candidate if members have been given reasonable advance notice that consideration of candidate endorsement is on a general membership assembly agenda and if at least two thirds of the members in attendance vote for the candidate’s endorsement. The members may adopt positions on issues by majority vote of members in attendance so long as there has been advance notice to the members of issues under consideration.

11. These articles may be amended by a vote of 2/3 of the Board members in attendance at a duly noticed meeting.

Dated: November 22, 2009

________________________ ______________________

Chair Secretary

Exhibit A

Initial Board Members

Bruce Nye

Jim Blachman

Sheryle Bolton

Libby Schaaf

Preston Grant

Nathan Stalnaker

Michael Ferro

Sara Wood-Kraft

Exhibit B

Initial Officers

Board Chair (serving only until First General Assembly): Bruce Nye

Ass’t Board Chair (same): Jim Blachman

Secretary (one year term): Michael Ferro

Treasurer (one year term): Nathan Stalanky