General

Q: Were these bylaw changes announced at a previous Annual General Meeting (AGM) as per our bylaws?

A: Yes, the Co-Directorate amendment was announced at the AGM last year and the EMT oversight over the Co-Directorate is a necessary part of the implementation of the Co-Directorate. The board compensation amendment was announced at the 2023 AGM. The Clean up language around the removal of language only applicable to the selection of the first board of directors does not need announcement since it is considered a non-material/non substantive change to the bylaws. Similarly, the correction of the erroneous language around the language that the AGM takes place in the first quarter when it actually takes place in the second quarter is a non-material change.

Q: Can residents who live in an SFCLT building show up and vote at the AGM?

A: Yes residents are automatically members of SFCLT.

Q: Can I become a member and vote at the Annual General Meeting?

A: You can show up on the 24th and become a member of SFCLT by paying dues at the meeting or beforehand online, however YOU WILL NOT BE ABLE TO VOTE at this year’s AGM. As per our bylaws a member (other than a resident board member) must have become a member at least 60 days prior to the AGM (last day would have been 2/24/25).

Clean Up Language Amendments

Q: What are the stricken out portions running throughout the proposed amended bylaws document? And will removing them change anything for the SFCLT bylaws or the functioning of SFCLT?

A: The stricken out portions are all clean up language which falls into three categories: 1) language that is now obsolete (has no meaning) because it is referencing procedures which were only relevant to the selection of the first board of directors when the organization was first created; 2) language which makes reference to wrong sections and have now been corrected; 3) language about the AGM erroneously taking place in Q1 (January-March) rather than Q2 (April-June) when the AGM actually has historically taken place. None of this clean up language will change anything by way of the function, practice, or meaning of the SFCLT bylaws or SFCLT as an organization.

Board Compensation Amendment

Q: Why is SFCLT proposing board stipends for its board members?

A: We believe that board stipends will enable more of our residents and low-income community members to participate which will further our mission as a democratic and resident and community driven organization.

Q: Is it legally compliant to compensate board members?

A: Yes, within narrow parameters it can be legally compliant to compensate ALL board members with small modest stipends so long as they disclose their conflict of interest annually. Larger compensation amounts must however follow some additional rules: 1) it must advance the mission and purpose of the organization; 2) it must be a small group (i.e not anywhere near a majority of the board that receives such stipends) in order to ensure that neutral decisions are made by the board with respect to the organization; 3) must be reasonable (i.e. not exorbitant which is relative to the AMI and consistently applied). 

• We meet the first rule because we have defined in our bylaws that additional compensation requires evidence that the board member is either a resident whose income is up to 140% Area Median Income (the amount allowable under law to live in our buildings without property tax consequences) and therefore is not considered “private inurement” since it is narrowly tailored to advancing the purpose of the organization as a democratic housing organization benefiting people of low and moderate income.

• We meet the second rule because we plan only up to three stipends will be provided per year and we require evidence that the board member applying for the additional stipend meets our income requirements. Our board is composed of 15 people, therefore 3/15 represents 20% of our board, which is not a significant % that would negatively impact the neutrality of the board in board decisions.

• All additional stipends will be compensated at the same rate (TBD) for all members who receive it so as to prevent favoritism or undue discretion in the amounts provided,  and will be reflective of a modest amount which is however meaningful given the cost of living in San Francisco and the Bay Area.

Q: How much will board members be compensated? What is a “reasonable modest stipend”?

A: All board members will be offered a $500 annual stipend for compensation attending our monthly board and committee meetings. Additional amounts will be determined by the board.

Q: Can any board member apply for the additional compensation? When are applications considered? And what is involved in the selection process? 

A: Yes, all board members who meet our income criteria may apply for additional compensation. Applications are taken on a rolling basis throughout the year. Board members who participate actively in the organization will be provided with priority. This includes such activities such as: serving on multiple committees, serving on time intensive committees (Hiring or the Executive Management Team), providing high impact advice or hours served in such areas such as: fundraising, resident organization and stewardship, financial/legal advice, operations and event planning, and putting on community educational events at our buildings.

Q: Can a board member receive additional compensation more than once?

A: Yes, a board member may receive additional compensation on an annual basis. There is no limit on the amount of times that a board member may receive the additional compensation, however requests from board members who previously have not received the funds may be given priority.

EMT & Co-Directorate Amendment

Q: Why is SFCLT moving away from the one Executive Director model which it has had historically to a Co-Directorate? And how does the Co-Directorate function in terms of decision making?

A: We believe that this will create a more resilient, sustainable and democratic structure which is truer to the reality and ethos of the land trust and the land trust staff. Each Co-Director is responsible for different functional areas of work- staff management, finances, operations, fundraising, acquisitions, asset management, law/compliance, and program creation/development- and make decisions together by consensus where possible and majority vote when necessary. 

Q: How will board oversight over the Co-Directorate work? And how would it change from what is currently in place?

A: All the powers given the board to in Article III are retained. Just as the board currently hires, evaluates, and has the power to remove the Executive Director, the board would have those same powers in collaboration with members of the Co-Directorate over the Co-Directorate directors. Additionally, the Executive Management Team, made up of the four board officers, would continue to hold oversight as it has in practice over more daily, operational, and personnel related matters.

Q: Why do we need to formalize the Executive Management Team in order to create a Co-Directorate?

A: This is necessary for the implementation of the Co-Directorate in order to create board oversight over this body into matters for which the entire board is not able (i.e. either due to lack of time to engage in the issues, complexity of the matters involved, or the legal/privacy ramifications as is often the case with personnel matters). This body has been in practice meeting on a weekly basis with SFCLT staff since SFCLT's early history, and the amendments are merely formalizing this practice in the bylaws. 

Q: Does the Co-Directorate serve more than 6 years? And why? Can Co-Directors who are discontinued from serving as Co-Directors continue to work for SFCLT as staff?

A: Yes, the Co-Directorate is exempt from the 6 year limit which applies to the Board of Directors. Rather each Co-director is up for renewal every 3 years, at which time, they can be renewed or their membership in the Co-Directorate discontinued based on either a voluntary resignation or a board committee decision as outlined in Article V. If the Co-Director resigns or is removed from the Co-Directorate they may remain on the staff if the board committee agrees to continue their employment.