MY EDEN VOICE BYLAWS 2022

TABLE OF CONTENTS

Article I. Name and Location…………………………………………………………………......1

Article II. Mission & Vision……………………………………………………………….………..1

Article III. Membership…………………………………………………………………………….1

Article IV. Responsibilities of Members…………………………………………………...……..2

Article V. Annual Meetings…………………………………………………………….………….3

Article VI. Board of Directors………………………………………………………..…...…….....4

Article VII. Board of Directors Voting Rights……………………………………………........…8

Article VIII. Fiscal Sponsorship……………………………………………………..…….…..….9

Article IX. Responsibilities and Role of Staff and Co-Directors………………………….…...9

Article X. Meetings…………………………………………………………………...……...…...10

Article XI. Conduct of Business……………………………………………………...……...….11

Article XII. Conflict of Interest…………………………………………………………………...11

Article XIII. Discrimination……………………………………………………..…………….…..11

Article XIV. Indemnification…………………………………………………………………...…12

Article XV. Financial Administration………………………………………...……………….....12

Article XVI. Books and Records………………………………..……………..………….…….12

Article XVII. Amendments to Bylaws……………………………………...………..……........13

Article I. Name and Location.

Section 1.1. Name and Location. The name of the organization is My Eden Voice (MEV), a coalition of Grassroots Base-building Organizations, and Individual Members. For the purposes of these bylaws, the work of MEV focuses on organizing groups and individuals in the historically disinvested low-income communities in the urban unincorporated Alameda County communities (Ashland, Cherryland, Hayward Acres, San Lorenzo, Castro Valley, and Fairview).

Section 1.2. Location of Service of Process. The location will be at the office of the fiscal sponsor, In-Advance, located at 900 Alice Street, Suite 300, Oakland, CA 94607.

Article II. Vision & Mission.

Section 2.1. Purpose. My Eden Voice shall operate exclusively for educational and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code.

Section 2.2. Vision. My Eden Voice envisions a community where residents are proud to live and work, with affordable housing, economic prosperity, quality education, and a healthy environment for generations to come. ​

Section 2.3. Mission. My Eden Voice builds community power to win campaigns that advance racial, housing, economic, language, and environmental justice for the urban unincorporated Alameda County communities. We develop leaders and strengthen relationships among residents to hold government officials accountable and advocate for policy changes that push for equity.  

Article III. Membership.

Section 3.1. Types of Members. There will be two types of members in MEV: Grassroots Base-building Organizations and Individual Members.

Section 3.2. Eligibility of Grassroots Base-building Organizations. Grassroots Base-building Organizations that are based in the urban unincorporated communities of Alameda County, whose mission and vision align with MEV’s, and have been active for at least six consecutive months are eligible to become a member of MEV.

Section 3.3. Eligibility for Individual Members. Eligibility for Individual Membership is based on those who reside or work in the urban unincorporated communities of Ashland, Cherryland, Hayward Acres, San Lorenzo, Castro Valley, and Fairview and whose personal mission and vision align with MEV.

Section 3.4. Annual Dues. Dues from Grassroots Base-building Organizations to MEV shall be 2% of the member organization’s annual budget, not to exceed $250. Dues from Individual Members shall be $36/year or monthly payments equivalent to $3/month. A dues waiver is available upon request for those who cannot pay the Individual Member dues.

Section 3.5. Membership Benefits. Grassroots Base-building Organizations have the opportunity to inform the direction of MEV’s governance and will receive campaign support and technical support from a community organizer, as resources allow. Both Individual and Grassroots Base-building Organizational members will benefit from leadership development, capacity building, training, and the lifting up of issues of concern for advocacy and advancement.

Section 3.6. Member in Good Standing.  An individual or grassroots organization will be considered an active member and in good standing if dues payments are up to date and the member has been active participants in MEV activities as determined by membership guidelines.

Section 3.7. Approval and Removal of Individual Members and/or Grassroots Base-building Organization from Membership in MEV. The Board of Directors will create a Membership Committee that will approve Grassroots Base-building Organizations and Individual Members applications to join MEV and present the recommendations to the Board of Directors. If there are concerns about an Individual Member or Grassroots Base-building Organization, the Membership Committee will also, either by its own decision or at the recommendation of the Board of Directors, investigate and make a recommendation to the Board of Directors as to the concerns. See Article VI, Section 6.11 for more information.

Article IV: Responsibilities of Members

Section 4.1. Responsibilities of Grassroots Base-Building Organizations. The Grassroots Base-building Organizational members of MEV will be responsible for identifying and discussing issues of concern within their organizations and raising such issues, as appropriate, with the MEV Board of Directors for broader advocacy by the MEV organization as a whole. This will be done through their appointed representative/s on the MEV Board of Directors. Should a Grassroots Base-building Organization suggest MEV adopt one of their issue campaigns for broader MEV support and advocacy, it will be the responsibility of the Grassroots Base-Building Organization to assist MEV organizers in developing a Campaign Committee for that issue.

Section 4.2. Grassroots Base-Building Organizations representation on MEV Board of Directors. Each Grassroots Base-building Organization will appoint two representatives of their organization to sit on the MEV Board of Directors as a voting member. The appointed Board Members will represent the interests of their Grassroots Base-building Organizations and will participate actively in the MEV Board of Directors. They will:

1. Identify, analyze, discuss, and prioritize issues of concern within their individual organizations.

2. Advise the MEV Board of Directors on issues that should be considered by MEV for broader advocacy.

3. Help MEV organizers form a Campaign Committee for the duration of any issue campaign adopted by MEV for broader advocacy and support.  

4. Communicate, educate, and involve their members on issues with which MEV is organizing.

Section 4.3. Public Statement. The Grassroots Base-building Organizations will not make any public statement or take positions on behalf of the MEV Board of Directors without having first obtained approval from the MEV Board of Directors, or from the Executive Committee, and/or the Co-Executive Directors and Board President, as delegated. Rather, they may make public statements in accordance with their individual Grassroots Base-building Organizations.

Section 4.4. Responsibilities of Individual Members Individual Members of MEV will identify and discuss issues of concern in the community and raise such issues, as appropriate, through their Individual At-Large representative/s on the MEV Board of Directors for broader advocacy by the MEV organization as a whole. The Individual Members will not make any public statement or take positions on behalf of MEV without having obtained approval from the MEV Board of Directors or the Executive Committee, and/or the Executive Director and Board President, as delegated.  

                                                   Article V. Annual Meetings.

Section 5.1. Location and Date of Annual Meetings. An Annual Meeting will be held in the third quarter each calendar year and can be virtual, in-person, or hybrid.

Section 5.2. Annual Meeting Purpose. The purpose of the Annual Meeting will be to modify the bylaws; ratify the Board Members appointed by the Grassroots Base-building Organizations; nominate and elect the At-Large Board Members, which will comprise no more than one-third of the total number of Board seats; discuss upcoming campaigns and programming; provide the annual report on the financial and organizational state of MEV; and other issues as deemed appropriate by the Board of Directors. See Article X, Section 10.6 for more information.

Section 5.3. Meeting Notice. The Board of Directors will provide notice of the Annual Meeting to all the Grassroots Base-building Organizations and Individual Members at least fourteen (14) days prior to the meeting. The notification will include the date, time, and location of the meeting, as well as the meeting purpose, agenda, and related documents, and can be either via email, text, or via USPS mail.

Section 5.4. Ballots and Voting. The process for any voting or elections that occur at the Annual Meeting will be determined at least 4 weeks before the Annual Meeting by the Board of Directors. The voting may occur electronically or in-person but must be provided in English, Spanish, and other languages as deemed necessary. The Board of Directors will ensure that casting a ballot is accessible for MEV members.

Section 5.5. Voting Requirements. A fifty percent plus one (50% +1) majority of the MEV  members present at the meeting in which an election occurs will prevail. Decisions made by that majority will be deemed decisions of the Membership of MEV. In the event of a deadlock on a matter, there will be a second vote, and if a deadlock again results, the matter will fail.

Section 5.6. Vote Counting. Votes will be counted by the President and two Board members who will be assisted by staff. Results will be reflected in the minutes within three business days on MEV’s website. The League of Women voters may be requested to count the votes as needed by the Board of Directors.

                          Article VI. Board of Directors.

Section 6.1. Composition of the Board of Directors. The MEV Board of Directors will consist of a hybrid model made up of Grassroots Base-building Organizations and Individual Members. The Board of Directors will consist of the following Board Officers: President, Vice-President, Secretary, Membership Secretary, and Treasurer. Officers of the Board will be nominated, and elected by a majority of Board members at the first Board of Directors meeting.

There will be two appointees to the MEV Board of Directors from each dues-paying Grassroots Base-building Organization who will serve a two-year term. A person cannot represent more than one Grassroots Base-building Organization in which they are involved. Individual Members will be eligible for appointment or election to the MEV Board of Directors as an Individual At-Large Board Member. See Article VI, Section 6.6 for more information about the Nomination of Individual Members to the At-Large Board Seats.

Section 6.2. Conduct of Meetings. The MEV Board Meetings shall be conducted in accordance with the most recent edition of Robert's Rules of Order unless otherwise specified by the Board of Directors.

Section 6.3. Power and Authority. MEV will be governed by the Board of Directors. The Board of Directors is the single governing body of MEV and will actively promote the mission and vision of MEV and operate in accordance with the goals and policies established by these bylaws, and by the Board of Directors. Members of the Board of Directors will be elected to serve and be held accountable to the Grassroots Base-building Organizations and Individual Members of MEV who they were appointed or elected to represent. Any notices and agendas must be sent 72 hours prior to the scheduled Board meetings.

Section 6.4. Delegation of Authority. The authority of the MEV Board of Directors shall be delegated to the Executive Committee, and to the Co-Executive Directors to ensure the smooth operation of the organization. The MEV Board of Directors shall set policy, and in between MEV Board meetings, the MEV Executive Committee shall act on behalf of the Board of Directors for direction on policy implementation, and the Co-Executive Directors shall ensure the daily operations of the organization. Discretion shall be used to ensure that the authority of the MEV Board of Directors is respected through this delegation process.

Section 6.5. Number and Qualification of the Directors. The MEV Board of Directors will consist of both Grassroots Base-Building Organizations and Individual Members. The elected seats for Individual Members will comprise no more than one-third of the total number of Board seats. Board Members must be in good standing pursuant to Article III, Sections 3.1 and 3.2.

Section 6.6. Nomination of Individual Members to the At-Large Board Member Seats. Any MEV Individual Member may nominate a candidate (including themselves) for the At-Large Board Member seats. Nominations will be announced ahead of time to the membership via the agenda. Nominations can also be taken from the floor at the Annual Meeting and voted on by those present. Nominated candidates will need to be prepared to answer questions prepared by the Board. The Board of Directors can appoint interim At-Large Board members in the event of a vacancy occurring prior to the Annual Meeting.

Section 6.7. Ratification of Appointment of Grassroots Base-building Organization Board Members & Election of Individual At-Large Board Members. Grassroots Base-building Organization Board Members will be nominated by their Grassroots Base-building Organizations and ratified at the Annual Meeting by the full membership. Individual At-Large Board Members will be announced ahead of time to the membership via the agenda. Nominations can also be taken from the floor at the Annual Meeting and voted on by those present

Section 6.8. Title, Composition, and Duties of Officers. The Officers of the Board of Directors will have the following titles and duties:

1. President. The President will preside over all MEV meetings of the Board of Directors, sign legal instruments as necessary, and will represent MEV at other community meetings unless delegated. The President may delegate specific areas of responsibility to the Vice-President. The President will automatically become Immediate Past President at the end of their term as President, for a one-year period.

2. Vice-President. The Vice-President will act in place of the President in their absence due to their inability to act and will exercise and discharge such other duties as directed by the President. The Vice-President will be the head of the Finance Committee.

3. Board Secretary. The Minutes Secretary will oversee the taking and retention of minutes of all Board Meetings, and other MEV meetings, as needed. The minutes will be taken by MEV Staff and the Secretary will be the head of the Personnel Committee. If determined by the Board of Directors, the Secretary may act as a signatory for MEV in particular situations.

4. Membership Secretary. The Membership Secretary will keep a current list of the names and contact information of the MEV members and perform other duties as directed by the President. The Membership Secretary will be the head of the Membership Committee and review applications, investigate any membership issues, etc.

5. Treasurer. The Treasurer will oversee and support staff in maintaining all books of account and other financial records. They will present a Treasurer report to the Board of Directors, at least quarterly, and will present an annual financial statement to the MEV membership at the Annual meeting. MEV financial statements and books will be open to all MEV individual and organizational members.

Section 6.9. Term of Offices. The President and Vice-President can serve a maximum of 2 consecutive 2-year terms. They can return for an additional 2 terms as President and Vice-President after two years. Once the term is ended, the former President can serve as the Immediate Past President for 1 year and retain 1 vote unless they are removed or resign.

Section 6.10. Vacancies. If the vacancy is the President, the Vice-President will automatically become President for the remainder of that term for which elected. If any other vacancies occur in the Officers of the Board of Directors, the vacancy will be filled via nomination and election by the Board of Directors until the term expires.

Section 6.11. Removal of Board Members. After a good faith effort has been made to resolve a conflict or dispute with a Board Member, or among Board Members, a Board Member/s may be removed by the majority vote of the Board present at any Board meeting at which there is a quorum of 50%+1.

Some key reasons for removal from the Board of Directors include: three (3) unexcused absences from Board of Directors meetings or a majority of MEV General Meetings in a fiscal year; the member is no longer in good standing in MEV; or the Board Member is inactive in general or is being so obstructive that they keeps the board from functioning effectively.

If the Board Member was an appointee of a Grassroots Base-building Organization, the Board of Directors will notify the said organization and invite them to appoint a new Board Member to complete the remaining term. If the Board Member is an Individual At-Large Board Member, the President of the Board will appoint a new Individual Member to complete the remaining term and come up for a vote at the next Annual Meeting. If the Board Member was an Officer, the Board of Directors will nominate and elect a replacement as needed. See Article VI, Section 6.10.

Section 6.12. Compensation of Board of Directors. Board Members will not be compensated for duties as an MEV Board Member. Board Members may be reimbursed for expenses incurred in connection with MEV business if funds are available and upon prior approval of purchase amount by the Treasurer.

Section 6.13. Standing Committees. The following standing committees of the Board of Directors will be established. The President of the Board of Directors can create other ad-hoc, limited-duration committees as necessary.

1. Executive Committee. The Executive Committee will consist of the Board Officers and the Co-Directors. The Executive Committee will be responsible for the oversight of the work of the organization between board meetings. Others can be asked to attend or join as needed. They will constitute the Executive Committee for MEV as necessary to plan agendas and discuss fiscal, personnel, and campaign issues, etc.

2. Finance Committee. The Finance Committee will consist of the Board Treasurer and the staff member/s responsible for finance, fundraising, and bookkeeping. The Finance Committee will be responsible for the planning and coordinating of financial matters and reports, including the monthly and annual reports. Others can be asked to attend or join as needed. The Vice-President will be the head of the Finance Committee. 

3. Personnel Committee. The Personnel Committee will consist of the Vice-President of the Board, the staff responsible for personnel matters, and at least one other Board member who will be appointed by the Board President. The Personnel Committee will be responsible for adjudicating staff disputes, the coordination and implementation of recruitment, etc. Others can be asked to attend or join as needed. The Secretary will be the head of the Personnel Committee.

4. Membership Committee. A Membership Committee will be appointed by the MEV President of the Board and chaired by the Immediate Past President who will review the applications of Grassroots Base-building Organizations and Individual Members for membership in MEV.The Membership Committee President will recommend for or against the membership of Grassroots Base-building Organizations and/or Individual Members to the Board for a vote. The Membership Secretary will be the head of the Membership Committee.

Section 6.14. Meeting Quorum. A quorum will consist of fifty percent plus one (50% + 1) of the total members of the Board of Directors and must be present either in person or virtually to conduct MEV Board business.

Section 6.15. Board of Director Resignation. A member of the Board of Directors may resign at any time by giving written notice to the Board of Directors via the President.

                                   Article VII. Board of Directors Voting Rights.

Section 7.1. Meeting Frequency. The Board of Directors will meet monthly or at the discretion of the President but no less than nine times per year.  

Section 7.2. Voting Authority. Each member of the Grassroots Base-building Organization will be responsible for appointing two representatives to the MEV Board of Directors. Each representative of the Grassroots Base-building Organization will have one vote each. Each of the elected Individual At-Large Board Members will have one vote each on the MEV Board of Directors. Fractional votes and proxies will not be permitted.

                                        Article VIlI. Fiscal Sponsorship.

Until such time as MEV incorporates as an independent and unique organization under state and federal law, MEV will seek the assistance of an established organization with a focus in community organizing and organizational capacity to serve as a fiscal sponsor and employ and oversee the staff of MEV.

Section 8.1. Fiscal Agent. In-Advance will serve as the fiscal agent for MEV. In-Advance will accept funds on behalf of MEV to use for providing project management, community organizing, leadership development, and campaign support. In-Advance will place all gifts, grants, contributions, and other revenues received by In-Advance and identified with MEV into a restricted fund to be used for the sole benefit of the MEV’s mission, within the tax-exempt purposes of In-Advance. In-Advance will consult on all aspects of the fundraising and grant management process with support and input from MEV staff and the Board of Directors.

Article IX. Responsibilities and Role of Staff and Co-Directors.

Section 9.1. Role of Staff. MEV staff are paid employees dedicated to implementing the organization’s charitable mission and vision under the guidance of the Board of Directors. Until such time as MEV attains independent 501(c)(3) status, MEV staff will be housed administratively by the fiscal sponsor. MEV uses a Co-Director model to fill the executive function of the organization. The Co-Directors will be accountable to the Board of Directors in carrying out the mission of the organization as outlined in Section 9.2.

Section 9.2 Role of Co-Directors. Co-Directors will engage with MEV members, staff, Board of Directors, Advisory Committee, and other stakeholders to advance the strategic vision of the organization. They will represent the organization publicly and build strong relationships with community allies, elected officials, donors, funders, and stakeholders, and be responsible for the staffing requirements and structures needed to ensure the delivery of programmatic objectives, including hiring and supervising the professional development of staff. The Co-Directors will report to the Board of Directors and be responsible for the development of the Annual Meeting.

Section 9.3 Staff Personnel Policy. MEV’s personnel and human resources policy will be guided by the MEV employee handbook or that of its Fiscal Agent as outlined by the MOU with MEV’s Fiscal Agent during which time that agreement is in effect.

Article X. Meetings.

Section 10.1. Classes of Meetings. One of the primary vehicles for coordinating MEV’s campaigns, projects, and governance will be virtual and in-person meetings. Below is a list of the main organizational meetings and functions.

Section 10.2. MEV General Meetings. MEV General Meetings will be open to all Grassroots Base-building Organizations and Individual Members, in addition to the general public, where the latest updates on projects and campaigns will be presented. The general membership will be the primary decision-making body for MEV. The general meetings will occur quarterly at a regularly designated time and place. Meetings will be conducted in accordance with parliamentary procedures as prescribed in the most current edition of Robert’s Rules of Order.

Section 10.3. Board of Directors Meetings. The Board of Directors meetings will be composed of voting members who will help guide MEV’s mission and vision by overseeing the campaigns and projects, providing guidance in policies, procedures, and more. The Board of Directors will meet typically on a monthly basis, and no less than once per quarter, at such times and places as the President or Membership Secretary may determine. The Board of Directors will notify the Co-Directors of an upcoming meeting at least 14 days in advance in order for related presentations or staff-related items to be recommended and prepared on the agenda. A quorum at these meetings will consist of 50% +1 of the voting members that make up the Board of Directors. These meetings will be open to any member of MEV for observation and for open governance purposes.

Section 10.4. Closed Session of the Board of Directors. The closed session of the Board of Directors will take place on an as-needed basis to discuss sensitive matters such as personnel and ethics violations.

Section 10.5. Campaign Meetings. The campaign meetings will generally be open to the public, unless sensitive matters related to campaign strategy should arise, in which case a closed meeting of resident leaders and staff might be held. Campaign meetings will be a space where members and allies can work together to discuss and implement strategies to further a given campaign’s agenda.

Section 10.6. Annual Meetings: Annual Meetings are special general meetings held during the third (3rd) quarter of each calendar year as outlined in Article V. New Grassroots Base-building Organizations and new Individual Members will be acknowledged at the Annual Meetings. The Board of Directors will be tasked with making agendas for the Annual Meeting where priorities for the current and upcoming year will be discussed. In the case of an emergency, a special "Annual Meeting" can be held in addition to the regular Annual Meeting to discuss and vote on critical issues by a vote of two-thirds of the Board of Directors in good standing.

Section 10.7. Advisory Committee Meetings. The Advisory Committee will be made up of MEV staff, RCD staff, and staff from partner organizations who may provide guidance and direction in advancing MEV organizational goals to the Board of Directors. The Advisory Committee will meet at least once per year and on an as-needed basis. The Advisory Committee members do not have a vote on the Board of Directors affairs.

Section 10.8. Other Meetings. Any other meetings deemed necessary can be called by the President or the Board of Directors.

Article XI. Conduct of Business.

Section 11.1. Conducting Business. MEV may conduct business by electronic or non-electronic means, including telephone, email, computer, mail, or other appropriate means. Any member who wishes to receive information in a mailing format will notify the Membership Secretary. MEV will refer to the most current edition of Robert’s Rules of Order when conducting meetings.

Article XII. Conflict of Interest

Section 12.1. Conflict of Interest. MEV adopts the following conflict of interest policies:

1. Whenever a Director or Officer has a financial or personal interest in any matter coming before the Board of Directors, the affected person shall: a) fully disclose the nature of the interest; and b) withdraw from discussion, lobbying, and voting on the matter.

2. Eden Area Municipal Advisory Council (EMAC) members cannot serve on the Board of Directors. If a Director joins the EMAC, they must resign their Board position once inducted onto the EMAC.

3. MEV staff hold no voting rights either as a member of the organization or on the Board of Directors.

Article XIlI. Discrimination.

Section 13.1. Discrimination. MEV will not discriminate on the basis of race, national origin, religion, political affiliation, age, gender, gender identification, sex, sexual orientation, citizenship, immigration status, or abilities. All programs and activities of the MEV will be conducted in furtherance of this policy. MEV will prioritize the well-being of those directly impacted by systemic inequity and embed equity into our decision-making processes.

Article XIV. Indemnification.

Section 14.1. Indemnification. MEV will carry Directors and Officers (D&O) Liability Insurance against all expenses and liabilities to hold board members harmless.

   Article XV. Financial Administration.

Section 15.1. Fiscal Year. The fiscal year of MEV will be July 1st–June 30th but may be changed by a resolution of the Board of Directors.

Section 15.2. Checks, Drafts, Etc. All checks, orders for the payment of money, bills of lading, obligations, bills of exchange, and invoices will be signed or endorsed by such Officers or Directors of MEV, and in such manner, as will from time to time be determined by resolution of the Board of Directors or of any committee to which such authority has been delegated by the Board.

Section 15.3. Deposits and Accounts. Until which time MEV becomes an independent tax-exempt organization, the Fiscal Sponsor will receive and process funds signed to MEV with the guidance of a Memorandum of Understanding document executed by both MEV and the Fiscal Sponsor. For the purposes of deposit and collection for that account, checks, drafts, and other orders of MEV may be endorsed, assigned, and delivered on behalf of the Board of Directors or a designated Officer of MEV. In the event that MEV decides to become an independent tax-exempt entity, all funds of MEV, not otherwise employed, will be deposited from time to time in general or special accounts in such mission-aligned banks or credit unions as the Board of Directors may select, or as may be selected by the President.

Section 15.4 Donations. All donations of Individual Members and Grassroots Base-building Organizations will be administered by MEV’s Fiscal Agent until which time fiscal agency is no longer needed in the event of the establishment of MEV’s 501(c)(3) or 501(c)(4) tax-exempt status.

Article XVI. Books and Records.

Section 16.1. Rights to Inspection. MEV Bylaws, accounting books, and minutes of meetings will be kept at a physical and/or electronic place designated by the Board of Directors. In the absence of such designation, they will be retained at the office of the Fiscal Agent.

Section 16.2. Annual Report to Members. An annual report will be distributed to all members of MEV at the Annual Meeting and accessible through the MEV website.

Section 16.3. Inspection of Records by Directors. Every Board of Director will have the absolute right at any reasonable time to inspect all books, records, and documents of every kind, both physical and electronic. This inspection may be made in person or by an agent of the Officer, and the right of inspection includes the right to copy and make extracts of documents at the Director’s expense.

Article XVII. Amendments to Bylaws.

Section 17.1. Amendments. These Bylaws may be amended by either of the following procedures:

1. By the Board of Directors by a two-thirds vote of its members with ratification from the membership of My Eden Voice at the next General Meeting.

2. By the MEV membership at the Annual Meeting either through a formal agenda item or raised from the floor. The amendment will be adopted if it is passed with a 50% +1 majority.

Executed this day the _____________, by the following:

______________