SFBC Bylaws Vote

My name is Mark Eliot. I’m a long-time bike activist on the San Francisco peninsula and more recently in the City of San Francisco. As a member of the San Francisco Bicycle Coalition, I’m directing this post to other members of SFBC. It’s a bit long, but I hope you’ll bear with me.

SFBC would like members to vote on a change to the organization’s bylaws.


Please vote ‘no’ on this. Here’s why.

The ostensible reason for the change is to protect members’ privacy. Some members objected when another member emailed them using the SFBC membership list. Just to be clear, I wasn’t the emailer. Exactly how many objected and under what circumstances isn’t detailed in the SFBC voting statement. Now I’m sympathetic to those who might not want to receive what they consider spam email, but what’s proposed is actually a fundamental change to the organization’s governance.

Currently, SFBC is a true membership organization in which members have specific rights. These are principally inspection rights and voting rights. The right to inspect the membership records is the genesis of this proposed bylaws change. Members also have the right to inspect accounting records and minutes of meetings. Members voting rights include electing and removing board members and deciding on changes in how the organization is governed (bylaws and other important decisions).

If you compare the current and existing bylaws (they are linked on the SFBC “bylaw vote” page above), you’ll see a dramatic difference in the sections devoted to membership: five pages in the current bylaws versus four lines in the proposed bylaws. In the proposed bylaws members have no rights whatsoever. While the board could, if it chooses, create a class of non-voting membership with rights, the proposed bylaws do not include such a class.

SFBC is basically proposing to eliminate members’ right to inspect membership records by completely eliminating all members’ rights.

The current bylaws define the organization’s governance as something analogous to representative democracy. Members elect the board; the board hires an executive director and provides oversight; that director hires staff and runs the organization day-to-day. Ultimately there is accountability back to the members because members can decide to replace board members, who can change the organization’s direction, etc. This is very important in a grassroots organization like SFBC.

I’ve heard that SFBC board elections typically have low turnout and that this may be interpreted as lack of interest or concern by members about governance. My interpretation is that people are unconcerned when they agree with the direction of the organization. SFBC has done a fantastic job on bike advocacy the last few years. Things are good; why bother voting.

It’s when people disagree or when things aren’t good that they get active and they look to make organizational changes. Under the proposed bylaws, members could certainly lobby staff and board members — as they’ve always done — to make the changes they want, but they would have no legal right to compel changes. It’s also when people disagree or when things aren’t good that those in charge are tempted to protect themselves and that promises of access and transparency may be forgotten. Member rights are protection from this.

If you vote in favor of this proposal you are irrevocably relinquishing any rights you have in SFBC. This strikes me as an extreme reaction to a very specific issue. While my privacy is important to me, I’d rather risk someone emailing me in favor of keeping my rights. Please join me in voting ‘no’ on this misguided proposal.


  1. On the topic of things being good, that is changing for SF. Just read an article in the Examiner the other day saying that the Park police station is now intentionally targeting cyclists over cars for red light violations and other citations. The times are changing and people WILL want their voting rights to have a say on it – unless they foolishly vote their rights away first. Wish I was still in SF and a member to vote against this.

  2. I’m not a member of the San Francisco Bike Coalition and have no skin this game, but I’m watching this as an interested observer and invited Mark to post this guest opinion piece to Cyclelicious.

    As Mark writes, the SFBC is a true membership organization, with dues paying membership who select the board. Under California law, membership organizations must allow individual members to contract the membership. This can be done via the organization itself, or the organization can just hand the member roster over.

    One member asked to contact the membership via proxy. SFBC, instead, gave the roster to this member, who used the information to contact the membership in a mailing, and several members reportedly reacted negatively to what they believed was a breach of privacy.

    In response to this, SFBC board suggested this bylaw change to eliminate member voting rights and create a self-perpetuating board. That is, with the by-laws change, only the board-of-directors can select board members.

    I personally suspect the mass mailing was used as a pre-text. SFBC’s new Executive Director, Noah Budnick, comes from Transportation Alternatives in New York City, which has a governance structure similar to what SFBC seeks in this by-law change. The League of American Bicyclists has also changed their board structure over the past decade to block the influence of vehicular cyclists.

    This proposed governance selection process does have advantages. It ensures organization policies remains consistent with the founders’ intentions and prevent a hostile takeover of the group by outside interests. This type of governance is common in many advocacy and religious organizations which seek to limit outsider influence.

    The Sierra Club is perhaps one of the better known examples of the risks of a pure membership organization. In 2004, white supremacist groups urged their followers to join the Sierra Club and directly influence that year’s board election, which had a number of anti-immigration candidates on the ballot.

    The Sierra Club is still a membership organization, but this episode struck a little fear into those who run similar activist non-profits. A number of advocacy groups have changed their board selection process to ensure their policies remain untainted.

  3. First, thank you Richard for letting me use your forum. I should have thanked you earlier.

    There are certainly pros and cons to true membership organizations. I guess I’m less worried about having SVBC’s mission hijacked than I am about jeodardizing its grassroots nature. The bigger question is “What does it mean for an organization to be grassroots?” For me, it’s when members actually have power. After this change, members will only have the amount of influence and access granted to them by the organization. If the current managers of the organization are sincere — and I have no reason to doubt them — in continuing to include members in important decisions and maintain access to information, then, perhaps, the distinction doesn’t matter. For now. Five years from now? Who knows? Promises of inclusion are not the same as the right to be included. Promises are ephemeral; rights are permanent, unless they are voluntarily ceded. The real risk in my opinion is that organizations not accountable to their members can become insular and stagnant over time.

    This is the sort of philosophical question that should have been explored with the membership before proposing a change. Is the organization better off with or without member rights? We could have a healthy debate about it. If Richard’s suspicion is true that the privacy concern is simply masking a hidden agenda, that would imply the members aren’t trusted to have this debate and must instead be tricked into a change. And that would be very, very bad.

  4. Agreed that the privacy issue is probably just the pretext. I think there should also be a probe into what transpired with the email roster and if SFBC could have avoided sharing that information.

    Not sure I can see this as a strategy to avoid eventual hijacking of SFBC by a specific group of cyclists. Instead it seems that the board and ED are doing this to avoid being responsive and beholden to the member base that built the organization. The hijacking is happening right now, and it is the Board and ED who are doing it.

    Like Mark Eliot, as a member, I will vote No. If other members want to effectively give up their member status to protect their privacy, then they should simply stop being members instead of voting away the rights of the rest of us.

  5. This attempt to change governance without member discussion/debate prior to a vote strikes me as a very heavy handed approach.

    Even if it’s not a bona-fide power grab, the SFVC board should really give some thought if this model is scalable. Sometimes there are small localized issues that a few organized members can take care of without having the board serve as the gateway.

  6. I’m a member and I’m concerned about this vote too. In one hand, I really want the SFBC to succeed and I know that the way the email blast occurred alienated some members. But on the other hand I do want to influence the direction of the organization by being able to vote for the board. It just seems like there must be a better way than a self perpetuating board. Even if the SFBC is legally obligated to turn over email addresses (which seems to be in doubt from some of the comments), I think a two tiered voting vs. non-voting membership could solve this problem too. It’s more important to me to be engaged with the organization and vote than getting some possibly unwanted emails, calls or mails. But I can totally understand some people would feel the opposite. If SFBC is compelled to hand over the member list, wouldn’t some troll join the bike coalition just to be able to harass cyclists? (If this sounds unlikely to you, please do read some comments on any bicycle story on a bay area news site)

    Interestingly they called me last night to see if I knew about the vote. They weren’t trying to pressure me to vote either way, just wanted to remind me to vote.

    According to their website, they seem to think that there’s no legal way around this issue:

    “Under California Corporations Code Section 6330, nonprofits with member-elected Boards are required to hand over their entire membership list to members requesting this information. The information to be provided includes members’ mailing addresses, phone numbers and email addresses. The organization can also offer alternative means for the requesting member to communicate with the entire membership, but the member may reject the alternatives and, from a practical point of view, effectively insist upon receiving the entire contact list.”
    Pulled from: https://www.sfbike.org/news/bylawvote/

  7. I can certainly see both sides of the argument over this proposed bylaw change. I think you’re right that SFBC can be a high profile target for hijacking, and I think it’s reasonable for any governing board to be concerned about protecting both their membership privacy and their charter.

    IANAL, but here’s what state code says regarding member access to membership information:

    The corporation may … deliver to the person or persons making the demand a written offer of an alternative method of achieving the purpose identified in the demand without providing access to or a copy of the membership list.

  8. @wellsuited – Park Station has done this before. They’ll probably do it again. The SFBC has been good on this issue, credit where credit is due, but this is a longstanding problem that needs more action.

    @Richard – *Sigh* I’ve got a long response for the sfbike list in the works, since I have a long history with this group. The Sierra Club example is instructional, though.

    White supremacists made two attempts to pack the board, and an attempt to get members to vote against immigration by conflating it with population concerns. All of these failed, which speaks well of the membership and suggests that the membership is to be trusted.

    Sierra Club national does have an autocracy problem, starting with the forcing out of David Brower. It was particularly bad when Carl Pope ran the Club, he would squelch various local chapters and openly sneer about popular Board members trying to make changes. He has, thankfully, retired and Michael Brune is a much better E.D., but the whole arrangement shows the problems of too much autocracy.

    The true value of the Club is in its local chapters, much as the true value of the SFBC is in projects led by its activist members. It is a little bitter to me that every subcommittee or project I’ve worked on over the years has been abandoned by the SFBC.

  9. I’ve posted some thought about this in my blog, including links to background info and to this and some of the other forums in which it is being discussed, at:


    A couple of main points form my post are of particular relevance to the issues raised in this thread:

    (1) With respect to privacy:

    California state law protects the privacy of information about members of a member-controlled organization. That information can be released only to members, and can be used only for purposes related to their interests as members. An organization can provide alternate ways for members to communicate with each other, without releasing addresses to anyone. Typically this is done through “blind” forwarding of messages by the organization, so the sender never sees the recipient addresses. This is the method used by most labor unions that operate their elections under these rules….

    The SFBC Board of Directors has never considered, much less adopted, any privacy policy or any alternate mechanism for members to be able to communicate with each other without revealing members’ information to other members. The current Board of Directors refused my repeated requests that they schedule a meeting to discuss creating such a mechanism, or put this on the agenda for one of their regular meetings….

    The law allows an organization to challenge a request for the membership list from a member, if it has reason to believe that the information will be shared with non-members or used for other purposes. The law also allows for sanctions against any member who misuses the membership list or discloses it to non-members. And if the Board of Directors misuses the membership list, the members can remove them and elect a new Board.

    The proposed SFBC Bylaws, by abolishing voting membership, would abolish all of these privacy protections.

    (2) With respect to the pros and cons of a self-perpetuating board:

    Creating a self-perpetuating board is like setting a wind-up toy into perpetual motion: once it leaves your hand, there’s nothing you can do to get it back on track if it starts to wander off course or fails to follow an unexpected twist in the path. Most of the time, most members of membership organizations are content to let the Board of Directors do the work of overseeing the organization’s operations — as long as they are satisfied with what it does. But election of the Board by the members is a key oversight mechanism that makes it possible for members to reclaim the organization if the Board gets out of sync with members’ wishes.

    A recent local example is SF Pride. After the Pride Board of Directors overturned a committee recommendation to make LGBT hero Chelsea Manning an Honorary Grand Marshal of the 2012 Pride parade (apparently fearing that honoring Manning might offend corporate sponsors of Pride), outraged Pride members elected new Board members committed to restoring the accountability of Pride to its membership and its community roots. In 2014, the new Board made Chelsea Manning — represented by Daniel Ellsberg as her stand-in — one of the Honorary Grand Marshals of the parade. That correction couldn’t have happened with a self-perpetuating Board of Directors such as is being proposed for the SFBC….

    Thanks to all for the thoughtfulness and civility of the discussion here.

    I’ve voted “NO”, and I’m urging everyone I know to do likewise. Equally importantly, I’m urging them to inform themselves about what is actually being proposed, and not to believe the “summary” accompanying the ballot.

  10. Why would any member vote “yes?” I was rather horrified when I received the email from SFBC. Then I thought it must be a hack. Seriously? this cannot be real – ‘danger danger, the only way for us to protect you from spam is for you to vote to have no vote and let us decide everything.’ It is just too absurd.

    wow. maybe they are for real.
    Of course I voted “NO!”

    I’m still considering requesting immediate cancelation of my membership…

    Authoritarian: of, relating to, or favoring a concentration of power in a leader or an elite not constitutionally responsible to the people.
    Totalitarian: of or relating to centralized control by an autocratic leader or hierarchy. AUTHORITARIAN, DICTATORIAL.
    -Mirriam Webster’s Collegiate Dictionary, 10th edition.

  11. BIKE WARS!
    DAMN…. I can not believe what happened @ SFBC.
    Are people this stupid? TIME FOR A NEW COALITION!

    Didn’t anyone see STAR WARS? It is almost the same scenario…

    > The Chancellor was given more direct power over administrative concerns, and he was allowed to overrule local planetary and sectorial governments.
    > The Sector Governance Decree allowed him to appoint military governors to every planet in the Republic, and the Security Act amendment gave him complete control over the Jedi Order and Republic military, stripping both the Jedi and the Senate of their previous oversight.
    > Palpatine became a dictator and proclaimed himself Emperor of the galaxy, thus abolishing the office of Chancellor and transforming the Galactic Republic into the Galactic Empire.

    The names and places may have changed by Damn… didn’t this just happen?

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