Article I. Name
Section 1.The name of the organization is Lexington Gay Services Organization, Inc. (DBA: Gay and Lesbian Services Organization, shall be referred to hereafter as “GLSO”)
Article II. Board of Directors
Section 1. The Board of Directors (shall be referred to hereafter as “Board”) shall serve without pay and consist of no more than nineteen members, comprised of officers and members at large.
Section 2. Anyone interested in becoming a member of the Board must fill out an application to join the Board, attend two consecutive meetings as a community guest, the two following consecutive meetings as a non-voting member, and actively participate in at least one committee until the end of their term.
Section 3. Board members shall serve two-year terms. A board member may serve any number of consecutive terms as voted on and approved by the Board in the member’s anniversary month.
Section 4. Vacancies for members at large shall be filled from the non-voting member pool and approved by the Board by a simple majority vote.
Section 5. Resignations and Removals:
(a)Any Board member may resign by delivering written or e-mail notice of resignation to the President. Such resignation shall be effective upon receipt unless otherwise provided by the terms thereof.
(b) Any Board member may be removed from office by a simple majority vote of the Board at a regularly scheduled or specially called meeting for that purpose. Such removal shall be for just cause, which shall include, but not be limited to:
- Three consecutive absences from scheduled meetings
- A total of six absences during a term from regularly held meetings of the Board
- Any course of conduct which is detrimental or contrary to the purpose of GLSO
- Any course of conduct which reflects negatively upon the public image of GLSO
- Consistent failure to discharge the duties of the office and/or
- Financial irregularities with regard to GLSO business
(c)Any Board member whose removal is proposed shall be entitled to a written or e-mail notice specifying the proposed removal and cause therefore at least seven days prior to any meeting of the Board at which such removal shall be considered.
- Article III. Officers
Section 1. The main officers of the Board shall consist of a President, Vice President, Secretary, and Treasurer (shall be referred to hereafter as “Executive Committee”).
Section 2. Vacancies for officers of the Board shall be nominated and approved by the Board by a simple majority vote.
Section 3. Elected officers shall serve two-year terms. An officer may serve any number of consecutive terms in office as voted on and approved by the Board in month of the officer’s expiring term.
Section 4. Main officer positions and responsibilities:
(a) President: shall preside at all Board meetings, serve as the corporate process agent, appoint committee members, be an ex officio member of all committees, and perform other duties as associated with the office.
(b) Vice President: shall assume the duties of the President in case of the President’s absence, and perform other such duties as outlined by the Board.
(c) Secretary: shall be responsible for the minutes of the Board, keep all approved minutes in a minute book, send out copies of minutes to all members, and perform other such duties as outlined by the Board.
(d) Treasurer: shall keep record of the organization’s budget and prepare financial reports as needed, pay all bills incurred by the corporation, and fill out yearly tax forms.
Article IV. Committees
Section 1. The Board may appoint standing and ad hoc committees as needed.
Section 2. Ad hoc committees shall be appointed by the President with approval of the Board for such purposes and periods of time as the Board determines.
Section 3. Each committee must be comprised of at least one Board member. The committee Chair must be a Board member and shall report to the Board on the committee’s activities.
Article V. Meetings
Section 1. Regular meetings shall be held on a monthly basis to be determined and set by the Board.
Section 2. At least ten regular meetings shall be held annually.
Section 3. Special/ad hoc meetings may be held at any time when called for by the President or a majority of Board members provided the Board is given at least 48 hours notice of said meeting.
Section 4. Agendas shall be provided at least two days in advance for regularly scheduled meetings.
Section 5. All meetings shall be based on Robert’s Rules of Order.
Article VI. Voting
Section 1. Quorum
(a) A majority of the filled positions of the Board constitutes a quorum.
(b) In absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date.
Section 2. At all meetings, passage of a motion requires a simple majority vote of the Board at which quorum is assembled.
Section 3. Casting a vote during a scheduling conflict, illness, or other unexpected circumstances:
(a) Proxy Voting: a written authorization of the absentee Board member, either delivered in person or by e-mail
to the President, allowing the President to cast their vote
- Written authorizations require the signature of the absentee Board member
- E-mail authorizations are required to originate from the primary e-mail address on file, or from the secondary address on file if the primary is not accessible
(b)Telephone Voting: in special circumstances defined by the President, a vote may be cast by a phone call where everyone present at the meeting on both ends of the line can clearly communicate with one another.Article VII. Conflicts of Interest
Section 1. Any member of the board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will vacate his seat and refrain from discussion and voting on said item.
Article VIII. Fiscal Year
Section 1. The fiscal year of the Board shall be the calendar year.
Article IX. Financial Affairs
Section 1. Contracts
(a) No member of the Board, or committee of the Board, shall initiate contractual agreements without prior review and approval from the Board. Should an initiated contract be approved by the Board, no single board member or committee shall sign or obligate the GLSO to a contract before the Board can read, evaluate, and approve said contract.
(b) All written contracts shall be executed by the President, or in their absence, an appointed Board or committee member, and attested by the Secretary.
Section 2. All funds of the GLSO shall be deposited in the name of the GLSO in such banks, credit unions, trust companies or other depositories as the Board selects. All funds shall be deposited in such accounts in a timely fashion.
Section 3. Board members may accept on behalf of the GLSO any contribution, gift, bequest or device for any purpose of the GLSO.
Article X. Manual of Operations & Protocols
Section 1. The Manual of Operations & Protocols (shall be referred to hereafter as “MOOP”) shall be used as a supplemental guideline to the by-laws of the GLSO. All operational policies and protocols shall be followed in accordance to the terms defined therein.
Article XI. Dissolution
Section 1. A decision to dissolve the GLSO may be made by a unanimous vote of the entire Board at a special meeting called for that purpose.
Section 2. Dedication of Assets:
(a) The properties and assets of this non-profit corporation are irrevocably dedicated to charitable purposes. No part of the net earnings, properties or assets of the GSLO on dissolution or otherwise, shall inure to the benefit of any private individual or Board member.
(b) On liquidation or dissolution, all properties, assets and obligations shall be distributed and paid over by the Board to one or more organizations dedicated to purposes of charitable service consistent with the purposes and mission of the GLSO, provided such organizations continue to be dedicated to the exempt purposes as specified in Internal Revenue Code section 501(c)(3).
Article XII. Amendments
Section 1. These by-laws may be amended by a two-third vote of Board members present at any meeting, provided a quorum is present and a copy of the proposed amendment(s) are provided to each Board member at least one week prior to said meeting.