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Disability Access for meetings held at 1 South Van Ness Avenue

Meetings are held at 1 South Van Ness Avenue, 3rd, 6th, 7th or 8th Floor Conference Rooms, San Francisco.The meeting location is wheelchair accessible. The closest Muni Metro station is Van Ness. Accessible Muni bus lines nearest the meeting location are the 9 San Bruno, 9L San Bruno Limited, 47 Van Ness, 49 Van Ness/Mission, 71 Haight-Noriega. The F-Market & Wharves (Historic Streetcar Service) is also available. The 14 Mission and 14L Mission Limited run one block away. For more information about Muni accessible services, call 415.701.4485. There is accessible on-street vehicle parking available in the vicinity of the meeting location.

The Civic Center Garage, entrance on the south side of McAllister Street, between Polk and Larkin Streets, includes bicycle racks in view of a parking attendant.

The closest BART station is Civic Center.

For assistance with special needs (large print agendas, sign language interpreters, etc.), call Joanne Carr at least 72 hours in advance of need at 415.701.4324.

In order to assist the City's efforts to accommodate persons with severe allergies, environmental illness, multiple chemical sensitivity, or related disabilities, attendees at public meetings are reminded that other attendees may be sensitive to various chemical-based products. Please help the City to accommodate these individuals.

Articles of Incorporation

CERTIFICATE OF AMENDMENT AND RESTATEMENT OF
ARTICLES OF INCORPORATION OF
SAN FRANCISCO MUNICIPAL RAILWAY IMPROVEMENT CORPORATION

The undersigned certify that:

1. They are the president and the secretary, respectively, of San Francisco Municipal Railway Improvement Corporation, a California nonprofit public benefit corporation.

2. The Articles of Incorporation of this corporation are amended and restated to read as follows:

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
SAN FRANCISCO MUNICIPAL RAILWAY IMPROVEMENT CORPORATION

Article I

The name of the corporation is SAN FRANCISCO MUNICIPAL RAILWAY IMPROVEMENT CORPORATION.

Article II

The purposes for which this corporation is formed are:

The specific and primary purpose for which this corporation is formed is to acquire and lease to the City and County of San Francisco, acting by and through its Municipal Transportation Agency, real and personal property to be used in the operation of a public mass transportation system, and to otherwise assist the Municipal Transportation Agency in fulfilling its lawful goals and objectives. When these Articles refer to actions taken by the Municipal Transportation Agency, such actions shall be taken by the Agency’s Board of Directors or by the Director of Transportation.
In order to carry out said purpose, this corporation shall have the following powers:
1. When requested by the Municipal Transportation Agency of the City and County of San Francisco, to incur indebtedness and in connection therewith to issue bonds, debentures, notes, certificates of participation, commercial paper, auction rate securities and other evidences of indebtedness or loans;
2. When requested by the Municipal Transportation Agency of the City and County of San Francisco, to acquire by purchase or otherwise any real or personal property reasonably necessary to the operation of a public mass transportation system, and to lease real and personal property to the City and County of San Francisco, acting by and through its Municipal Transportation Agency;
3. To assign, grant, transfer, mortgage, convey in trust, pledge and hypothecate any leasehold estate created by any such lease and the rentals payable to this corporation under any such lease as security for any such loans, bonds, debentures, notes, certificates of participation, commercial paper, auction rate securities and other evidences of indebtedness which may have from time to time been issued;
4. When requested by the Municipal Transportation Agency of the City and County of San Francisco, to construct, if necessary, buildings and facilities on any real property or to contract with others for the construction of all or a portion thereof;
5. When requested by the Municipal Transportation Agency of the City and County of San Francisco, to otherwise provide assistance relevant to the operation of the Municipal Transportation Agency of the City and County of San Francisco;
6. To exercise any and all rights and powers which a corporation organized under the Nonprofit Corporation Law of the State of California may now or hereafter exercise.

Article III

This corporation is organized by a group of public-spirited citizens for the sole purposes set forth in paragraph 1 of Article II above. This corporation shall never engage in any business or activity other than that necessary or convenient for or incidental to the carrying out of the purpose set forth in paragraph 1 of Article II hereof.

Article IV

This corporation is organized as a nonprofit public benefit corporation. This corporation is not organized for profit and no part of the net earnings, if any, of this corporation, either during its existence or upon its dissolution, shall ever inure to the benefit of any private shareholder or individual, or any director, officer or member thereof. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, nor shall it participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office.

During the continuance of this corporation, the property, assets, profits and net revenues of this corporation are irrevocably dedicated to the Municipal Transportation Agency of the City and County of San Francisco and to charitable purposes consistent with the purposes described in Article II above; provided, however, that until all indebtedness of this corporation shall have been paid, such net revenues may be used for the purposes of paying or calling for redemption any bonds, debentures, notes, certificates of participation, commercial paper, auction rate securities, loans or other evidences of indebtedness.

Upon any liquidation, dissolution or winding up of the corporation, after paying or adequately providing for the debts and obligations of the corporation, the directors shall distribute and transfer all remaining assets of the corporation to the Municipal Transportation Agency of the City and County of San Francisco. If for any reason the Municipal Transportation Agency of the City and County of San Francisco is unable or unwilling to accept the assets of the corporation, said assets will be distributed to the City and County of San Francisco, United States of America, the State of California, or any municipal or political subdivision thereof, or to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable or social welfare purposes and which has established its tax exempt status under Section 501(c)(3) or 501(c)(4) of the Internal Revenue Code of 1986.

Article V

Subject to the repayment of, or the provision for, all debts or liabilities of this corporation, the Municipal Transportation Agency of the City and County of San Francisco, in accordance with Section 6510(a) of the Corporation’s Code of the State of California, is expressly authorized to file a complaint for involuntary dissolution of this corporation on any one or more of the grounds specified in Section 6510(b) of the Corporation’s Code of the State of California.

Article VI

The principal office for the transaction of the business of this corporation is located in the City and County of San Francisco.

Article VII

The number of directors of this corporation shall be fixed by the bylaws, but shall in no event be less than three nor more than seven.

1. The foregoing amendment and restatement of Articles of Incorporation has been duly approved by the board of directors.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date:

Name:
Title: President

Name:
Title: Vice President

Bylaws

AMENDED AND RESTATED BYLAWS OF
SAN FRANCISCO MUNICIPAL RAILWAY IMPROVEMENT CORPORATION

ARTICLE I.

NAME, PRINCIPAL OFFICE

Section 1. Name. The name of this corporation is San Francisco Municipal Railway Improvement Corporation (the “Corporation”).

Section 2. Principal Office. The principal office of the Corporation shall be located in the City and County of San Francisco. The Board of Directors may change the location of the principal office and may establish branch or subordinate offices.

ARTICLE II.

MEMBERSHIP

The Corporation shall not be deemed to have any “members” within the meaning of Section 5056 of the California Corporation’s Code. Accordingly, any action that would require approval by the members shall require only approval by the Board of Directors. All rights which would otherwise vest in the members shall vest in the Board of Directors.

ARTICLE III.

DIRECTORS

Section 1. Powers. Subject to the limitations of the articles of incorporation, these bylaws and California Nonprofit Corporation Law all powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be controlled by, the Board of Directors. Without prejudice to such general powers, but subject to the same limitations and applicable provisions of the articles of incorporation and these bylaws, it is hereby expressly declared that the directors shall have the following powers:

To select and remove all the officers, agents and employees of the Corporation, prescribe such powers and duties for them as may not be inconsistent with the law, the articles of incorporation or these bylaws, fix their compensation and require from them security for faithful performance.
To conduct, manage and control the affairs and business of the Corporation, and to make such rules and regulations therefore not inconsistent with the law, the articles of incorporation or these bylaws, as they may deem appropriate.
To borrow money and incur indebtedness for the purposes of the Corporation, and to cause to be executed and delivered therefore, in the name of the Corporation, promissory notes, bonds, certificates of participation, commercial paper, auction rate securities, loans, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities.
To invest the Corporation’s funds pursuant to the Investment Guidelines of the Treasurer of the City and County of San Francisco or pursuant to the terms of any indebtedness.
To appoint an executive committee and other committees, and to delegate to the executive committee any of the powers and authority of the board in the management of the business and affairs of the Corporation, except the power to adopt, amend or repeal these bylaws. The Board of Directors shall have the power to prescribe the manner in which proceedings of the executive committee and other committees shall be conducted.

Section 2. Number and Qualification of Directors. The authorized number of directors shall be seven (7). The Board of Directors may nominate qualified candidates for election to the board. No person shall be eligible to serve as a director of this Corporation unless such individual has been approved by the Director of Transportation of the Municipal Transportation Agency of the City and County of San Francisco (the “Director of Transportation”), or his designee, in writing.

Section 3. Election and Term of Office. Each director shall serve a one year term and shall be elected at the annual meeting of the Board of Directors, but if any such annual meeting is not held or directors are not elected thereat, the directors may be elected at any special meeting of the Board of Directors held for that purpose. Each director shall hold office until the election and qualification of his successor or until his death, resignation or removal. There are no limits on the number of consecutive terms a director may hold office.

Section 4. Vacancies. Any vacancy on the Board of Directors caused by the death or resignation of any directors, or in any manner, may be filled by a majority of the remaining directors or by a sole remaining director. If the Board of the Directors accepts the resignation of a director tendered to take effect at a future time, the board shall have the power to elect a successor to take office when the resignation is to become effective.

Section 5. Annual Meetings. The Board of Directors shall hold an annual meeting for the purposes of organization, election of directors, officers and the transaction of other business. The annual meeting of the Board of Directors shall be held on the second Tuesday of December.

Section 6. Special Meetings. Special meetings of the Board of Directors for any purpose may be called at any time by the president, by any vice president or by any two directors.

Section 7. Notice; Conduct of Meetings. All meetings of the Board of Directors and any committees of the Corporation shall be called, noticed, held and conducted subject to the provisions of the Sunshine Ordinance of the City and County of San Francisco (Chapter 67 of the Administrative Code of the City and County of San Francisco).

Article IV.

OFFICERS

Section 1. Officers. The officers of the Corporation shall be president, vice president, secretary and treasurer. The Corporation may also have, at the discretion of the Board of Directors, one or more additional vice-presidents, one or more assistant secretaries, one or more assistants treasurers, and such other officers as may be appointed by the Board of Directors. Any number of offices may be held by the same person, except that neither the secretary nor the treasurer may serve concurrently as the president.

Section 2. Election. The officers shall be chosen annually by the Board of Directors and shall each hold his/her office until s/he shall resign, be removed, or otherwise disqualified to serve, or his/her successor shall be elected and qualified.

Section 3. Removal and Resignation. Any officer may resign, or may be removed with or without cause by the Board of Directors at any time. Vacancies caused by death, resignation or removal of any officer may be filled by appointment by the Board of Directors, or by the president until such appointment by the Board of Directors.

Section 4. President. The president shall be the executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general supervision, direction and control of the affairs of the Corporation. The president shall preside at all meetings of the Board of Directors.

Section 5. Vice President. In the absence or disability of the president, the vice president shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice president shall have such other powers and perform such other duties as from time to time may be prescribed by the Board of Directors or these bylaws.

Section 6. Secretary. The secretary shall keep at the principal office of the Corporation a file of minutes of all meetings of directors with the time and place of holding, how called or authorized, the notice thereof given, the names of those present and the proceedings thereof.

Section 7. Treasurer. The treasurer shall keep and maintain adequate and correct books of account showing the receipts and disbursements of the Corporation, and an account of its cash and other assets, if any. Such books of account shall at reasonable times be open to inspection by any director.

The treasurer shall deposit all moneys of the Corporation with such depositaries as are designated by the Board of Directors, and shall disburse the funds of the Corporation as may be ordered by the Board of Directors, and shall render to the president or the Board of Directors, upon request, statements of the financial condition of the Corporation.

ARTICLE V.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

To the fullest extent permitted by law, this Corporation shall indemnify its directors, officers, employees, and other persons described in Corporation’s Code section 5238(a), including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding,” as that term is used in that section, and including an action by or in the right of the Corporation, by reason of the fact that the person is or was a person described in that section. “Expenses,” as used in these bylaws, shall have the same meaning as in that section of the Corporation’s Code.

On written request to the board by any person seeking indemnification under Corporation’s Code section 5238(b) or section 5238(c), the board shall promptly decide under Corporation’s Code section 5238(e) whether the applicable standard of conduct set forth in Corporation’s Code section 5238(b) or section 5238(c) has been met and, if so, the board shall authorize indemnification.

To the fullest extent permitted by law and except as otherwise determined by the board in a specific instance, expenses incurred by a person seeking indemnification under this Article V of these bylaws in defending any proceeding covered by this Article V shall be advanced by the Corporation before final disposition of the proceeding, on receipt by the Corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately found that the person is entitled to be indemnified by the Corporation for those expenses.

ARTICLE VI.

COMPENSATION AND LIABILITY OF DIRECTORS

None of the directors of the Corporation shall be entitled to receive any compensation for services rendered by them in such capacities. The directors shall not be personally liable for the debts, liabilities or obligations of this Corporation; nor shall they be liable for the payment of dues to, or subject to assessments by, this Corporation.

ARTICLE VII.

MISCELLANEOUS

Section 1. Execution of Documents. The Board of Directors may authorize any officer or agent to enter into any contract or execute any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances; and, unless so authorized by the Board of Directors, no officer, agent or other person shall have any power or authority to bind the Corporation by any contract or engagement to pledge its credit or to render it liable for any purpose or to any amount.

The Corporation shall have the authority to enter into contracts or agreements, on its own behalf, for the provision of services in connection with its corporate activities generally (i.e., corporate counsel, accountants, consultants, etc.), provided that the City and County of San Francisco, on behalf of the Corporation, shall enter into any contract or agreement for the provision of services directly related to any financing activity of the Corporation (i.e., bond counsel, financial advisor, investment provider, etc.).

Notwithstanding any other provision set forth in these bylaws, and with the exception of contracts for the provision of legal services which shall be approved by the City Attorney (whose approval shall not unreasonably be withheld), any and all contracts or agreements of any kind, whether written or oral, which require the Corporation to expend an amount exceeding Ten Thousand Dollars ($10,000), individually or cumulatively for the same contractor, shall require the prior written approval of the Director of Transportation, or his designee. In addition, any payments from assets of the Corporation (regardless of the amount) shall be subject to the Director of Transportation’s prior approval of an invoice or similar documentation of such payment, provided that (i) such approval shall be limited to determining whether the invoice is for goods or services actually rendered and at commercially reasonable rates, (ii) such approval shall not be unreasonably withheld or delayed, and (iii) if the Director of Transportation fails to respond to any request for approval of an invoice within 60 days, any such invoice shall be deemed approved.

Section 2. Inspection of Articles of Incorporation and Bylaws. The Corporation shall keep in its principal office the original or a copy of the articles of incorporation and these bylaws, as amended or otherwise altered to date, certified by the secretary, which shall be open to inspection by the directors at all reasonable times during office hours.

Section 3. Annual Report. The board shall cause an annual report to be sent to the Director of Transportation within 120 days after the end of the Corporation’s fiscal year. That report shall contain the following information, in appropriate detail:

The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year;
The principal changes in assets and liabilities, including trust funds;
The Corporation’s revenue or receipts, both unrestricted and restricted to particular purposes;
The Corporation’s expenses or disbursements for both general and restricted purposes;
An independent accountant’s report or, if none, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the Corporation’s books and records.

Section 4. Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the California Nonprofit Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and the plural number includes the singular and the term “person” includes a corporation as well as a natural person.

ARTICLE VIII.

AMENDMENTS

New bylaws may be adopted or these bylaws may be amended or repealed by a vote of the Board of Directors, except as otherwise provided by law or by the articles of incorporation, subject to the prior written approval of the Director of Transportation, or his designee.

CERTIFICATE OF THE PRESIDENT

I, James Ludwig, hereby certify that I am a duly elected, qualified and acting President of the Board of Directors of the San Francisco Municipal Railway Improvement Corporation, a nonprofit public benefit corporation duly organized and existing under and by virtue of the laws of the State of California; and that the foregoing, is a full, true and correct copy of the Amended and Restated Bylaws of the San Francisco Municipal Railway Improvement Corporation, that are now in full force and effect.

Dated: February 26, 2003
President

Know Your Rights Under the Sunshine Ordinance

Government's duty is to serve the public, reaching its decisions in full view of the public. Commissions, boards, councils, and other agencies of the City and County exist to conduct the peoples' business. This ordinance assures that deliberations are conducted before the people and that City operations are open to the peoples' review.

Written reports and background materials for calendar items are available for public inspection and copying at 401 Van Ness Avenue, Room 334, during regular business hours. Notices and agendas are posted on Muni's Web site at http://www.sfmuni.com/sfmric.

For more information on your rights under the Sunshine Ordinance (Chapter 67 of the San Francisco Administrative Code) or to report a violation of the ordinance, contact the Sunshine Ordinance Task Force. You can get a copy of the Sunshine Ordinance from the Sunshine Ordinance Task Force by calling 415.554.7724 or from the City's website.

Lobbyist Ordinance

Individuals and entities that influence or attempt to influence local legislative or administrative action may be required by the San Francisco Campaign and Governmental Conduct Code, Section 2.100, to register and report lobbying activity. For more information about the Lobbyist Ordinance, contact the Ethics Commission at 30 Van Ness Avenue, Suite 3900, San Francisco, CA 94102, telephone 415.581.2300, fax 415.581.2317, or visit the Ethics Commission website.

Cell Phones, Pagers, and Similar Sound-Producing Electronic Devices

The ringing of and use of cell phones, pagers and similar sound-producing electronic devices are prohibited at this meeting. Please be advised that the Chair may order the removal from the meeting room of any person(s) responsible for the ringing or use of a cell phone, pager, or other similar sound-producing electronic devices.

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