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Bylaws
of
BiNet USA, Inc.
Table of Contents
Article
1 Name and Seal *
Section
1.1 Name *
Section
1.2 Seal *
Article
2 Offices *
Section
2.1 Offices and Mailing Address *
Section
2.2 Registered Office and Agent *
Article
3 Mission and Statement of Purpose *
Section
3.1 Mission and Statement of Purpose *
Article
4 Membership and Dues *
Section
4.1 Membership *
Section
4.2 Non-voting Individual Memberships and Dues *
Sub-Section
4.2.1 Annual Individual Membership Dues *
Section
4.3 Non-voting Organizational Memberships. *
Sub-Section
4.3.1 Annual Organizational Membership Dues *
Section
4.4 Honorary Memberships. *
Article
5 Board of Directors *
Section
5.1 Structure *
Section
5.2 Duties. *
Section
5.3 Election of Directors *
Sub-Section
5.3.1 Nomination *
Sub-Section
5.3.2 Election *
Sub-Section
5.3.3 Vacancies on Board *
Clause
5.3.3.1 Events Causing Vacancy *
Clause
5.3.3.2 Resignations *
Clause
5.3.3.3 Removal *
Clause
5.3.3.4 Filling Vacancies *
Clause
5.3.3.5 No Vacancy On Reduction of Number of
Directors *
Sub-Section
5.3.4 Compensation *
Section
5.4 Annual Meetings. *
Section
5.5 Regular and Special Meetings *
Section
5.6 Majority Action as Board Action *
Section
5.7 Notice of Meetings *
Section
5.8 Method of Giving Notice *
Section
5.9 Emergency Action *
Section
5.10 Quorum *
Section
5.11 Electronic Presence at a Meeting *
Section
5.12 Action Without a Meeting *
Section
5.13 Contracts and Services. *
Section
5.14 Powers *
Article
6 Officers *
Section
6.1 Number of Officers *
Section
6.2 Qualification, Election, and Term of Office *
Section
6.3 Subordinate Officers *
Section
6.4 Vacancies *
Section
6.5 Duties of President *
Section
6.6 Duties of Vice President *
Section
6.7 Duties of Secretary. *
Section
6.8 Duties of Treasurer *
Section
6.9 Compensation *
Section
6.10 Removal *
Article
7 Committees and Focus Groups *
Section
7.1 Standing Committees *
Sub-Section
7.1.1 Executive Committee *
Sub-Section
7.1.2 Nominating / Board Development Committee *
Sub-Section
7.1.3 Media Advocacy Committee *
Sub-Section
7.1.4 Outreach Committee *
Sub-Section
7.1.5 Fundraising/Development Committee *
Clause
7.1.5.1 Acquisition Sub-Committee *
Clause
7.1.5.2 Retention Sub-Committee *
Clause
7.1.5.3 Enhancement Sub-Committee *
Sub-Section
7.1.6 Finance Committee *
Sub
Section 7.1.7 Bylaws and Mission Development
Committee *
Section
7.2 Additional Committees and Focus Groups. *
Section
7.3 Appointment and Terms of Office *
Section
7.4 Chairs *
Section
7.5 Vacancies *
Section
7.6 Quorum *
Section
7.7 Rules *
Section
7.8 Compensation *
Article
8 Advisory Boards *
Section
8.1 Advisory Boards *
Section
8.2 Compensation *
Article
9 Agents and Representatives *
Section
9.1 Agents and Representatives *
Article
10 Corporate Records and Reports *
Section
10.1 Maintenance of Corporate Records *
Section
10.2 Annual Reports *
Sub-Section
10.2.1 Annual Reports for the State of Florida *
Sub-Section
10.2.2 Annual Report for Directors *
Section
10.3 Directors' Inspection Rights *
Section
10.4 Right to Copy and Make Extracts. *
Article
11 Contracts, Deposits, Checks, and Contributions *
Section
11.1 Contracts *
Section
11.2 Deposits *
Section
11.3 Checks, Drafts, and Orders for Payment. *
Section
11.4 Contributions *
Article
12 Voting Upon the Shares of Other Corporations *
Section
12.1 Voting Upon the Shares of Other Corporations *
Article
13 Fiscal Year and Audit *
Section
13.1 Fiscal Year *
Section
13.2 Audit *
Article
14 Prohibition Against Sharing in Corporate Earnings *
Section
14.1 Prohibition Against Sharing in Corporate Earnings
*
Article
15 Dissolution *
Section
15.1 Dissolution *
Article
16 Investments *
Section
16.1 Investments *
Article
17 Exempt Activities *
Section
17.1 Exempt Activities *
Article
18 Indemnification *
Section
18.1 Non-Liability of Directors *
Section
18.2 Indemnification by Corporation of Directors,
Employees and Other Agents *
Article
19 Parliamentary Authority *
Section
19.1 Parliamentary Authority *
Article
20 Interpretation and Amendments *
Section
20.1 Amendments *
Section
20.2 Interpretation *
Article
21 POLICIES AND PROCEDURES
Article
22 MEMBERSHIP
Article
23 PROJECT / CHAPTER QUALIFICATIONS
Section
23.1 PROJECTS OF BINET USA
Section
23.2 CHAPTERS OF BINET USA
Bylaws of BiNet USA,
Inc.
Adopted (2001)
Article
1 Name and Seal
Section
1.1 Name
The name of this corporation is the
BiNet USA, Inc., a Florida not-for-profit corporation
(hereinafter referred to as the
"Corporation").
Section
1.2 Seal
The seal of the
Corporation shall be circular in form and shall bear in
the center the words "BiNet USA" and on its
outer edge the words and Corporation not for profit
1993, USA." The Board of Directors may change the
form of the seal or the inscription thereon in its sole
discretion.
Article
2 Offices
Section
2.1 Offices and Mailing Address
The principal office of the
Corporation shall be located within the United States of
America in such place as the Board of Directors may
determine. The mailing address of the Corporation shall
4201 Wilson Boulevard, Suite 110-311, Arlington,
Virginia, 22203-1859. From time to time both the
principal office and the mailing address may be changed,
as determined by the Board of Directors. The Corporation
also may have offices at such other places as the Board
of Directors from time to time may determine or the
purposes of the Corporation may require.
Section
2.2 Registered Office and Agent
The Corporation shall
maintain a registered office and registered agent in the
State of Florida as required by Florida law. The
registered agent shall be Steven K. Baird, P.A., and the
registered office shall be Steven K. Baird, P.A., 6301
Biscayne Boulevard, Suite 208, Miami, Florida 33138.
From time to time both the registered agent and office
may be changed, as determined by the Board of Directors.
Article
3 Mission and Statement of Purpose
Section
3.1 Mission and Statement of Purpose
This Corporation is a
not-for-profit corporation and is not organized for the
private gain of any person. It is organized under the
Florida Not for Profit Corporation Act for charitable
purposes. This Corporation is organized exclusively for
charitable purposes within the meaning of Section
501(c)(3) of the Internal Revenue Code and Chapter 617
of the Florida Statutes. The specific purposes of this
corporation are to provide grassroots media advocacy and
education to bisexual persons, their families, friends,
and the general public; and to increase the accuracy and
depth of public debate on issues of sexuality by
providing an informed bisexual perspective.
Article
4 Membership and Dues
Section 4.1
Membership
This corporation shall have no voting
members other than the Directors. Any action that would
require, pursuant to law or the provisions of the
Articles of Incorporation or Bylaws of the Corporation,
approval by a majority of all members or approval by the
members, shall require the approval of a majority of the
entire Board of Directors or approval by the Board of
Directors, as the case may be.
Section
4.2 Non-voting Individual Memberships
and Dues
Non-voting membership
shall be open to any person who endorses the Mission and
Statement of Purpose of the Corporation, regardless of
gender, race, creed, citizenship, sexual orientation, or
sensory/physical challenge, as follows:
Sub-Section
4.2.1 Annual Individual Membership Dues
Limited Income/Student - $20
Regular - $35
Section
4.3 Non-voting Organizational Memberships.
Non-voting membership shall be open to
any group or organization that endorses the Mission and
Statement of Purpose of the Corporation, as follows:
Sub-Section
4.3.1 Annual Organizational Membership Dues
Exchange Membership:
Non-voting
membership which is open to any group or organization
that endorses the Mission and Statement of Purpose of
the Corporation and enters into a publication exchange
with the Corporation.
Affiliate Memberships:
Non-voting
membership which is open to any group or organization
that endorses the Mission and Statement of Purpose of
the Corporation and pays annual dues according to the
chart below:
Annual Dues for Affiliates:
- With Annual Budgets of
$10,000 or less shall pay annual dues of $50
- With Annual Budgets up to
$25,000 shall pay annual dues of $100
- With Annual Budgets up to
$50,000 shall pay annual dues of $150
- With Annual Budgets up to
$100,000 shall pay annual dues of $250
- With Annual Budgets up to
$500,000 shall pay annual dues of $500
- With Annual Budgets up to
$3 million shall pay annual dues of $1,000
- With Annual Budgets over $3
million shall pay annual dues of $2,500
Section
4.4 Honorary Memberships.
The Board of
Directors may from time to time create and confer,
on individuals and organizations, as many types of
non-voting honorary memberships as it sees fit.
Article
5 Board of Directors
Section
5.1 Structure
Pursuant to the Articles of
Incorporation, the Board of Directors shall be composed
of no fewer than 4 and no more than 24 persons, and
collectively they shall be known as the Board of
Directors (sometimes referred to as the
"Board"). The exact number of directors shall
be fixed, within those limits, by a resolution adopted
by the Board of Directors. Until further such action by
the Board, the number of Directors of the Corporation
shall be 5.
Section
5.2 Duties.
It shall be the duty
of the Board to:
- Perform and comply with any and
all duties imposed on them collectively or
individually by law, by the Articles of
Incorporation of this Corporation, or by these
Bylaws.
- Appoint and remove, employ and
discharge, and, except as otherwise provided in
these Bylaws, prescribe the duties and fix the
compensation, if any, of the Executive Director,
if any, of the Corporation. The Board may delegate
to such an Executive Director the authority to
appoint and remove, employ, discharge and
prescribe the duties and fix the compensation, if
any, of all other employees, independent
contractors, and volunteers of the Corporation.
- Supervise the Executive Director,
if any, of the Corporation to assure that her or
his duties are performed properly. The Executive
Director, if any, shall supervise all other agents
and employees of the corporation to assure that
their duties are performed properly.
- Meet at such times and places as
required by law, by the Articles of Incorporation
of this Corporation, or by these Bylaws.
- Register their addresses and
telecopy numbers with the Secretary of the
Corporation, and notices of meetings mailed or
telecopied to them at such addresses and numbers
shall be valid notices thereof.
- Set policy and direction for the
Corporation.
- Give and raise funds to support
the work of the corporation.
- Perform regular evaluations of
the Executive Director, if any, and all programs,
and perform self-evaluation of the Board.
Section
5.3 Election of Directors
Directors shall be
elected by the Board of Directors, as provided in these
Bylaws. Three of the five Directors in office as of
August 1, 2001, shall be designated by the Board to
serve terms of office of two years, and the other two
Directors in office as of August 1, 2001, shall be
designated by the Board to serve terms of office of one
year, all beginning on August 9, 2001. Thereafter, the
term of office for all directorships shall be two years,
in staggered terms, so that each year two or three terms
will expire, as the case may be, and elections shall be
held in connection with the annual meetings. Each
Director shall hold office until his or her successor
has been elected and qualified or until such Director
resigns or is removed from office by the remainder of
the Board of Directors as provided in these Bylaws.
There shall be no term limits for members of the Board
of Directors of this Corporation. In the event that the
number of Directors is increased or decreased, the Board
shall establish staggered terms for additional
directorships so that approximately half of the two-year
terms of the entire Board expire each year at the time
of the annual meeting.
Sub-Section
5.3.1 Nomination
The President of the
Corporation shall appoint a committee to select
qualified candidates for election to the Board at
least sixty (60) days before the date of any election
of Directors. This nominating committee shall make its
report at least thirty (30) days before the date of
the election, or at such other time as the Board of
Directors may set, and the Secretary of the
Corporation shall forward to each Director, together
with the notice of meeting as required by these
Bylaws, a list of all candidates nominated by
committee under this section. Such nominating
committee may, if it so chooses, (i) nominate only one
person per seat on the Board, and (ii) nominate the
then-current Director holding such seat for
re-election, if such Director consents to stand for
re-election to the Board.
Sub-Section
5.3.2 Election
The Board of
Directors, by secret ballot and by a majority vote of
the Directors present at the meeting, so long as a
quorum is present, shall elect Directors. Directors
whose terms are about to expire may vote in the
election for their successors, whether or not they are
running for re-election.
Sub-Section
5.3.3 Vacancies on Board
Clause
5.3.3.1 Events Causing Vacancy
A vacancy or vacancies on the
Board shall exist on the occurrence of any one or
more of the following: (a) the death or resignation
of any Director; (b) the removal of a Director by
the remaining Directors pursuant to Florida law,
including but not limited to the removal of a
Director who has been declared of unsound mind by an
order of court or convicted of a felony; (c) an
increase of the number of Directors of the
Corporation pursuant to these Bylaws and the
Articles of Incorporation; and (d) the failure of
the Board, at any meeting of the Board at which any
Director or Directors are to be elected, to elect
the number of Directors required to be elected at
such meeting.
Clause
5.3.3.2 Resignations
Except as provided below, any
Director may resign by giving written notice to the
President and to the Secretary of the Corporation.
The resignation shall be effective when the notice
is given unless it specifies a later time for the
resignation to become effective. If a Director's
resignation is effective at a later time, the Board
may elect a successor to take office as of the date
when the resignation becomes effective. No Director
may resign if such resignation would cause the
Corporation to be without at least one duly elected
Director.
Clause
5.3.3.3 Removal
Any Director may be removed from
office, with or without cause, by the affirmative
vote of a majority of all the Directors at any
regular meeting or at any special meeting called for
that purpose and stating the name of the Director
sought to be removed, so long as a quorum is
present, or by an agreement in writing of a majority
of all of the Directors. There shall be a separate
vote or agreement for each Director sought to be
removed and, if removal is effected at a meeting,
any vacancies created thereby shall be filled at the
same meeting. Any Director sought to be removed
shall be entitled to at least ten days' notice in
writing by mail of the meeting of the Board at which
such proposed removal is to be voted upon, and such
Director shall be entitled to appear before and be
heard by the Board at such meeting. Any Director who
is removed shall not be eligible for reelection
until the next annual meeting.
Clause
5.3.3.4 Filling Vacancies
The remainder of any unexpired
term created by any vacancy on the Board shall be
filled by the unanimous written consent of the
Directors then in office, by a majority vote of the
Directors at a regular meeting or at a special
meeting called for that purpose, or by a sole
remaining Director, even though the remaining
Directors constitute less than a quorum.
Clause
5.3.3.5 No Vacancy On Reduction of Number of
Directors
No reduction of
the authorized number of Directors pursuant to these
Bylaws shall have the effect of removing any
Director before that Director's term of office
expires.
Sub-Section
5.3.4 Compensation
Directors shall
serve without compensation except that the Board may
authorize reimbursement of reasonable expenses
incurred by Board members in connection with
attendance at Board meetings. In addition, the Board
may authorize reasonable advancement or reimbursement
to Directors for expenses incurred in the performance
of their regular duties as specified in these Bylaws.
Section
5.4 Annual Meetings.
The annual meeting of the Board shall
be held each year at the principal office of the
Corporation at 6 o'clock in the evening on the fourth
Friday in April or at such other location and/or date
and/or time as may be fixed by the Board, for the
purpose of organization, election of Directors, and the
transaction of other business.
Section
5.5 Regular and Special Meetings
Regular meetings of the Board may be
held at such times and places as may be determined by
the Board. Special meetings of the Board may be called
by any three Directors, by notice provided to the entire
Board, including a written agenda that may not be added
to or changed in any way, with such notice and agenda
provided not less than 5 days before the date of such
special meeting.
Section
5.6 Majority Action as Board Action
Every act or decision done or made by
a majority of the Directors present at a meeting duly
held at which a quorum is present is the act of the
Board. Except as otherwise required by law, the Articles
of Incorporation, or these Bylaws, any business may be
transacted at any meeting of the Board of Directors.
Section
5.7 Notice of Meetings
Notice of the time, place, and
purposes of the annual meeting shall be given to each
Director not less than 10 nor more than 30 days before
the date thereof. Notice of all special meetings of the
Board, except as otherwise provided, shall be given to
each Director not less than 5 nor more than 30 days
before the date thereof. Regular meetings of the Board
may be held without notice. Notice of any meeting may be
waived in writing by any Director, and physical,
telephonic, or electronic presence at any meeting shall
constitute waiver unless such Director, at the beginning
of the meeting or promptly upon arrival at the meeting,
expressly states any objection to the transaction of
affairs because the meeting is not lawfully convened or
duly called. At any meeting at which every Director
shall be present, even though without any notice or
waiver, any business may be transacted.
Section
5.8 Method of Giving Notice
Notices shall be deemed given
immediately upon personal delivery, five days following
the date of dispatch via United States registered or
certified mail, return receipt requested, on the next
business day following the date of dispatch via United
States Express Mail, Federal Express Priority Service or
other nationally recognized overnight delivery service,
or on the date of transmission via telephone electronic
facsimile ("fax"), provided that written
confirmation of completed transmission is received at
the transmitting fax machine. Notices that are given by
mail, overnight delivery service, or fax shall be deemed
received hereunder only if addressed to the Director at
the last address or fax number, as the case may be, that
the Director shall have provided in writing to the
Secretary of the Corporation for receipt of notices.
Section
5.9 Emergency Action
In the event that the Directors
calling a special meeting of the Board (who are
empowered or required to call such meeting pursuant to
Section 5.6 of these Bylaws or pursuant to applicable
law) declare that there exists the need to take
emergency action, then, notwithstanding the failure to
give notice to all Directors as required by Section 5.8
of these Bylaws, the Board shall be empowered to take at
such meeting any or all action that the Board is
authorized to take under the law, the Articles of
Incorporation and these Bylaws if, (i) at least one bona
fide attempt has been made to notify (by telephone or
otherwise) each Director before the start of the
meeting, (ii) there is a quorum present and such action
is approved by the required number of Directors pursuant
to Section 5.11 of these Bylaws, and (iii) as soon as
practicable, but in all cases not more than 48 hours
after the meeting, notice is given to all Directors as
to the action taken in such meeting.
Section
5.10 Quorum
At all meetings of the
Board, a majority of all of the Directors (including
vacant Director positions) shall be sufficient to
constitute a quorum for the transaction of business and
a simple majority vote of the Directors present at any
meeting at which there is a quorum shall be the act of
the Board, except as may be otherwise specifically
provided by statute, the Articles of Incorporation of
the Corporation, or these Bylaws. If at any meeting
there is less than a quorum present, a majority of those
present may adjourn the meeting without further notice
to any absent Director.
The Directors present
at a duly called meeting at which a quorum is initially
present may continue to do business notwithstanding the
loss of a quorum at the meeting due to a withdrawal of
director(s) from the meeting, so long as such business
was reasonably reflected on the agenda of such meeting
prior to such withdrawal, and provided that any action
thereafter taken must be approved by at least a majority
of the required quorum for such meeting or such greater
percentage as may be required by law, or by the Articles
of Incorporation or the Bylaws of this Corporation.
Section
5.11 Electronic Presence at a Meeting
Any or all Directors may participate
in any annual, regular, or special meeting of the Board
by, or conduct the meeting through the use of, any means
of communication by which all Directors participating
may simultaneously hear (or read all the words of) each
other during the meeting. A Director participating in a
meeting by this means shall be deemed to be present in
person at the meeting.
Section
5.12 Action Without a Meeting
Any action required or permitted to
be taken at any meeting of the Board, other than removal
of a Director (unless such Director waives in writing
her or his right to appear before and be heard by the
Board), may be taken without a meeting if the action is
taken by all of the Board. Any such action shall be
evidenced by one or more written consents describing the
action taken and signed by each Director. Such action
shall be effective when the last Director signs the
consent; provided, however, that if the consent
specifies an effective date, then such action shall
become effective as of the specified date when the last
Director signs the consent. A consent signed under this
section has the effect of a meeting vote and may be
described as such in any document.
Section
5.13 Contracts and Services.
No contract or other transaction
between the Corporation and one or more of its Directors
or any other corporation, firm, association, or entity
in which one or more of its Directors are directors or
officers or are financially interested shall be void or
voidable because of such relationship or interest if (i)
the fact of such relationship or interest is disclosed
or known to the Board or committee that authorizes,
approves, or ratifies the contract or transaction by a
vote or consent sufficient for the purpose without
counting the votes or consents of such interested
Directors; or (ii) the contract or transaction is fair
and reasonable as to the Corporation at the time it is
authorized by the Board or such committee.
Notwithstanding the foregoing, no contract, transaction,
or act shall be taken on behalf of the Corporation that
would result in the denial of the tax exemption under
any section of the Internal Revenue Code and its
Regulations as they now exist or as they may be amended,
including without limitation Sections 501 and 507
thereof; and no contract, transaction or other act
described in Section 617.0832 of Florida Statutes
(2000), as amended, or any successor thereto, shall be
entered into by the Corporation unless such contract,
transaction or other act is characterized under said
statute as not being void or voidable. In no event,
however, shall any person or other entity dealing with
the Corporation be obligated to inquire into the
authority of the Directors to enter into and consummate
any contract, transaction, or other action.
Section
5.14 Powers
All the powers of the
Corporation, except such as otherwise are provided for
in the Articles of Incorporation of the Corporation,
these Bylaws, or the laws of the State of Florida, shall
be vested in the Board. The Board, by general
resolution, may delegate to committees of its own
members or to committees of the Corporation such powers
as it may see fit, except the powers to elect and remove
Directors and Officers.
Article
6 Officers
Section
6.1 Number of Officers
The officers of this Corporation
shall be a President, a Secretary, and a Treasurer. The
Corporation may also have, as determined by the Board, a
Chair of the Board, one or more Co-Presidents, Vice
Presidents, Assistant Secretaries, Assistant Treasurers,
or other officers. No more than two offices may be held
by the same person, and neither the Secretary nor the
Treasurer may serve simultaneously as the President of
the Corporation.
Section
6.2 Qualification, Election, and Term of Office
Any person may serve as an officer of
this Corporation. Officers shall be elected by the
Board, bi-annually and as required to fill a vacant
office, and each officer shall hold office for no more
than two (2) consecutive two-year terms, until she or he
resigns, or until she or he is removed or is otherwise
disqualified to serve, whichever occurs first.
Section
6.3 Subordinate Officers
The Board may appoint such other
officers or agents as it may deem desirable, and such
officers shall serve such terms, have such authority,
and perform such duties as may be prescribed from time
to time by the Board.
Section
6.4 Vacancies
Any vacancy caused by the death,
resignation, removal, disqualification, or otherwise of
any officer shall be filled by the Board at the annual
meeting, a regular meeting, or a special meeting called
for such purpose, and at which a quorum is present. In
the event of a vacancy in any office other than that of
the President, such vacancy may be filled temporarily by
appointment by the President until such time as the
Board shall fill the vacancy. Vacancies occurring in
offices of subordinate officers appointed at the
discretion of the Board under the preceding section of
these Bylaws may or may not be re-filled, as the Board
shall determine.
Section
6.5 Duties of President
The President shall be the chief
executive officer of the Corporation and shall, subject
to the control of the Board and the provisions of these
Bylaws and applicable law, supervise and direct the
affairs of the Corporation and the activities of the
other Officers. The President shall perform all duties
incident to the office and such other duties as may be
required by law, by the Articles of Incorporation of
this Corporation, or by these Bylaws, or which may be
prescribed from time to time by the Board. Unless
another person is specifically appointed as Chair of the
Board, the President shall preside at all meetings of
the Board. Except as otherwise expressly provided by
law, by the Articles of Incorporation, or by these
Bylaws, the President shall, in the name of the
Corporation, execute such deeds, mortgages, bonds,
contracts, checks, or other instruments that may from
time to time be authorized by the Board.
Section
6.6 Duties of Vice President
In the absence of the President, or
in the event of his or her inability or refusal to act,
the Vice President (or, if there is no Vice President,
the Secretary) 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 on, the
President. The Vice-President shall have such other
powers and perform such other duties as may be
prescribed by law, by the Articles of incorporation, by
these Bylaws, or by the Board.
Section
6.7 Duties of Secretary.
The Secretary shall:
- Certify and keep at the principal
office of the Corporation or at such other place
as the Board may determine the original, or a
copy, of these Bylaws as amended or otherwise
altered to date.
- Keep at the principal office of
the Corporation or such other place as the Board
may determine, a book of minutes of all meetings
of the Directors, and, if applicable, meetings of
committees of Directors, recording therein the
time and place of holding, whether regular or
special, how called, how notice thereof was given,
the names of those present or represented at the
meeting, and the proceedings thereof.
- See that all notices are duly
given in accordance with the provisions of these
Bylaws or as required by law.
- Be custodian of the records and
of the seal of the Corporation and see that the
seal is affixed to all duly executed documents,
the execution of which on behalf of the
corporation under its seal is authorized by law or
by these Bylaws.
-
- Exhibit at all reasonable times
to any Director of the Corporation, or to her or
his duly authorized agent or attorney, upon
written request therefor, the Bylaws, the minutes
of the proceedings of the Directors of the
Corporation, and any other records or documents of
the Corporation to which such Director has a legal
right.
- In general, perform all duties
incident to the office of Secretary and such other
duties as may be required by law, the Articles of
Incorporation of this corporation, or by these
Bylaws, or which may be assigned to her or him
from time to time by the Board.
Section
6.8 Duties of Treasurer
Subject to the
provisions of Article 11 of these Bylaws relating to
"Contracts, Deposits, Checks and
Contributions," the Treasurer of the Corporation
shall oversee the following:
- Care and custody of, and
responsibility for, all funds and securities of
the Corporation, and for deposit of all such funds
in the name of the Corporation in such banks,
trust companies, or other depositories as shall be
selected by the Board.
- Receipt of and giving of receipts
for, monies due and payable to the Corporation
from any source whatsoever.
- Disbursement of the funds of the
Corporation as may be directed by the Board,
taking proper vouchers for such disbursements.
- Maintenance of adequate and
correct accounts of the Corporation's funds,
properties and business transactions, including
accounts of its assets, liabilities, debts,
receipts, disbursements, gains and losses.
- Exhibit at all reasonable times
the books of account and financial records to any
Director of the Corporation, or to her or his
agent or attorney, upon written request therefor.
- Rendering to the President, the
Secretary, and/or the Board, whenever requested,
an account of any or all of her or his
transactions as Treasurer and of the financial
condition of the Corporation.
- Preparation and certification of
the financial statements to be included in any
required reports.
- In general, perform all duties
incident to the office of Treasurer and such other
duties as may be required by law, by the Articles
of Incorporation of the Corporation, or by these
Bylaws, or which may be assigned to her or him
from time to time by the Board.
Section
6.9 Compensation
The Officers shall not receive any
compensation for their services as Officers.
Section
6.10 Removal
Any Officer may be
removed from office by the affirmative vote of a
majority of all the Directors at any annual meeting,
regular meeting or special meeting called for that
purpose, with or without cause.
Article
7 Committees and Focus Groups
Section 7.1
Standing Committees
Sub-Section
7.1.1 Executive Committee
The Executive
Committee shall be composed of the President, the
Secretary, and the Treasurer of the Corporation. The
Executive Committee shall be empowered to act on matters
requiring immediate attention that arise between
regularly scheduled board meetings.
Sub-Section
7.1.2 Nominating / Board Development Committee
The Nominating/Board
Development Committee shall be responsible for the
training and development of the Board of Directors and
the officers of the Corporation; responsible for finding
and nominating qualified candidates to fill vacancies on
the Board and among the Officers, including outreach to
members of the organization and of the community at
large for this purpose; and responsible for putting
together and approving the slate of candidates for each
election of Directors and of Officers. Nominations of
candidates shall be in accordance with sub-section 5.3.1
of these Bylaws.
Sub-Section
7.1.3 Media Advocacy Committee
The Media Advocacy
Committee shall be responsible for guiding the
development and implementation of programs in the area
of media advocacy; and responsible for the public
relations aspects of the organization; and shall work in
tandem with the Outreach Committee to publicize the
policy statements and positions of the organization and
use the findings of the Outreach Committee to focus its
direction.
Sub-Section
7.1.4 Outreach Committee
The Outreach Committee
shall be responsible for the development and
implementation of polls, surveys, interviews, and other
communication tools; for using these tools in order in
order to communicate with the members of the community
and for ascertaining their opinions and input,
particularly with regard to issues, policies, and
positions that the organization may take in its media
advocacy work; and to work in tandem with the Media
Advocacy Committee to make sure that data collected by
these tools is released to the members of the
organization and community at large in a timely fashion.
Sub-Section 7.1.5
Fundraising/Development Committee
Each member of the
Board of Directors, except the Treasurer, shall serve as
a member of at least one of the three
Fundraising/Development sub-committees that follow. The
Fundraising/Development Committee shall consist of the
Treasurer and the Chairs of the three sub-committees, as
well as other members in their collective discretion.
Clause
7.1.5.1 Acquisition Sub-Committee
Responsible for the development
and implementation of programs to expand new
memberships, as well as for fundraising activities
directed at generating new donation sources or
programs.
Clause
7.1.5.2 Retention Sub-Committee
Responsible for the development
and implementation of programs for member/donor
retention; for donor acknowledgement and
recognition; for member/donor renewal; and for
member/donor services.
Clause
7.1.5.3 Enhancement Sub-Committee
Responsible for
development and implementation of programs designed
to increase the level of donations from existing
members and donors.
Sub-Section
7.1.6 Finance Committee
Shall consist of the
Treasurer, President, and the Chairs of the Acquisition,
Retention, and Enhancement sub-committees, along with
such other members as may be appointed. This committee
shall be responsible for overseeing the fundraising
activities and finances of the corporation.
Sub
Section 7.1.7 Bylaws and Mission Development Committee
Responsible for the
ongoing evaluation of the mission statement, vision, and
Bylaws of the organization; and for ensuring the
compliance of the organization in relation to these; and
shall propose revisions to the Board of Directors for
consideration as warranted by that evaluation or to
comply with necessary changes to the organization as
required by the Board of Directors.
Section
7.2 Additional Committees and Focus Groups.
By resolution duly adopted, the Board
may establish one or more additional committees or focus
groups. To the extent provided by such resolution, such
additional committees and focus groups shall have and
may exercise the authority of the Board in the
management of the Corporation; provided, however, that
the designation of such additional committees and focus
groups and delegations of authority thereto shall not
operate to relieve the Board, or any Director
individually, of any responsibility imposed upon it or
him by law, the Articles of Incorporation or these
Bylaws. Any member of any such additional committee or
focus group may be removed by the Board whenever, in the
judgment of the Board, the interests of the Corporation
would be served best by such removal. Except as provided
in the next section and except as otherwise may be
provided by resolution, members of such additional
committees or focus groups shall be selected by
appointment of the Secretary. Any member of any such
additional committee or focus group may be removed by
the person or persons authorized to appoint such member
whenever, in the judgment of such appointing person or
persons, the interests of the Corporation would be
served best by such removal.
Section
7.3 Appointment and Terms of Office
Each committee shall have at least
two members who serve at the pleasure of the Board of
Directors. Each member of a committee, sub-committee, or
focus group shall continue as such until the next annual
meeting of the Board and until her or his successor is
appointed, unless such committee or focus group shall be
abolished sooner or unless such committee or focus group
member shall resign, be removed, or cease to qualify as
a member thereof.
Section
7.4 Chairs
One member of each committee,
sub-committee or focus group shall be designated as
chair by the person or persons authorized to appoint the
members of the committee or focus group.
Section
7.5 Vacancies
Vacancies in the membership of any
committee or focus group shall be filled by appointments
made in the same manner as provided in the case of
original appointments, and any member so elected shall
be elected for the non-expired term of her or his
predecessor.
Section
7.6 Quorum
Unless otherwise provided in a
committee's or focus group's establishing resolution, a
majority of the whole committee or focus group shall
constitute a quorum, and the act of a majority of
members present at a meeting at which a quorum is
present shall be an act of the committee or focus group.
Section
7.7 Rules
Each committee, sub-committee, and
focus group may adopt such rules and regulations for its
meetings and the conduct of its activities as it may
deem appropriate; provided, however, that such rules and
regulations shall be consistent with these Bylaws. The
rules set forth in Section 5.12 of these Bylaws,
regarding electronic presence at meetings of the Board
and Section 5.13 of these Bylaws, regarding actions by
the Board without a meeting, shall be applicable to
committees or focus groups.
Section
7.8 Compensation
The members of any
committee, sub-committee, or focus group shall not
receive any compensation for their services as members
of a committee or focus group.
Article
8 Advisory Boards
Section
8.1 Advisory Boards
Advisory boards may be established by
resolution duly adopted by the Board of Directors.
Membership on such advisory boards shall not be limited
to members of the Corporation. Except as otherwise may
be provided by resolution, members of such advisory
boards shall be selected by appointment of the
Secretary. Any member of any such advisory board may be
removed by the person or persons authorized to appoint
such member whenever, in the judgment of such appointing
person or persons, the interests of the Corporation
would be served best by such removal.
Section
8.2 Compensation
The members of any
advisory board shall not receive any compensation for
their services as members of an advisory board.
Article
9 Agents and Representatives
Section
9.1 Agents and Representatives
The Board may appoint
agents and representatives of the Corporation with
powers to perform acts or duties on behalf of the
Corporation as the Board may see fit, so far as may be
consistent with these Bylaws, the Articles of
Incorporation and applicable law.
Article
10 Corporate Records and Reports
Section
10.1 Maintenance of Corporate Records
The Corporation shall
keep at its principal office or at such other place as
the Board shall determine, in compliance with Section
617.1601, Florida Statutes (2001):
- Minutes of all meetings of
Directors, committees of the Board and, if this
corporation has members, of all meetings of
members, indicating the time and place of holding
such meetings, whether regular or special, how
called, the notice given, and the names of those
present and the proceedings thereof.
- Adequate and correct books and
records of account, including accounts of its
properties and business transactions and accounts
of its assets, liabilities, receipts,
disbursements, gains and losses.
- A record of its members, if any,
indicating their names (in alphabetical order) and
addresses and, if applicable, the class of
membership held by each member and the termination
date of any membership.
- A copy of the corporation's
Articles of Incorporation and Bylaws as amended to
date, which shall be open to inspection by the
members, if any, of the corporation at all
reasonable times during office hours.
- Any other corporate records
required by Section 617.1601, Florida Statutes
(2001).
Section
10.2 Annual Reports
Sub-Section
10.2.1 Annual Reports for the State of Florida
The Corporation
shall file with the Department of State of the State
of Florida, on or after January 1st and on or before
July 1st of each year a sworn annual report on such
forms and containing such information as the
Department of State may prescribe, together with the
annual fee required for such report.
Sub-Section
10.2.2 Annual Report for Directors
The Board shall
cause an annual report to be furnished to all
Directors of the Corporation. The 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,
during the fiscal year.
- The revenue or receipts of
the Corporation, both unrestricted and
restricted to particular purposes, for the
fiscal year.
- The expenses or disbursements
of the Corporation, for both general and
restricted purposes, during the fiscal year.
- Any other information as
required by law.
The annual
report shall be accompanied by any report
thereon of independent accountants, or, if there
is no such report, the certificate of an
authorized officer of the Corporation that such
statement was prepared without audit from the
books and records of the Corporation.
Section
10.3 Directors' Inspection Rights
Every Director shall have the
absolute right at any reasonable time to inspect and
copy all books, records and documents of every kind
and to inspect the physical properties of the
Corporation.
Section
10.4 Right to Copy and Make Extracts.
Any inspection under
the provisions of this Article may be made in person
or by agent or attorney and the right to inspection
includes the right to copy and make extracts.
Article
11 Contracts, Deposits, Checks, and Contributions
Section
11.1 Contracts
Except as otherwise provided in these
Bylaws, the Board may authorize any Director or agent to
enter into any contract or execute and deliver any
instrument in the name of and on behalf of the
Corporation, and such authority may be general or
confined to a specific instance. Unless so authorized by
the Board, no Officer, Director, employee, agent, or
representative shall have any power or authority to bind
the Corporation by any contract or engagement, or to
plead its credit, or render it liable for any purpose
for any amount.
Section
11.2 Deposits
All funds of the Corporation shall be
deposited from time to time to the credit of the
Corporation in such banks, trust companies, or other
depositories as the Board may elect.
Section
11.3 Checks, Drafts, and Orders for Payment.
All checks, drafts, or orders for the
payment of money, notes, or other evidences of
indebtedness issued in the name of the Corporation shall
be signed by such Officer or Officers, agent or agents
of the Corporation and in such manner as the Board from
time to time shall determine by resolution. In the
absence of such determination, such instruments shall
require the signatures of the President of the
Corporation.
Section
11.4 Contributions
The Board may accept
on the behalf of the Corporation any contribution, gift,
bequest, or devise or any property whatsoever, for the
general and special charitable purposes of the
Corporation.
Article
12 Voting Upon the Shares of Other Corporations
Section 12.1
Voting Upon the Shares of Other Corporations
Unless otherwise
ordered by the Board, the President and Treasurer acting
together shall have full power and authority on behalf
of the Corporation to vote either in person or by proxy
at any meeting of shareholders of any corporation in
which this Corporation may hold shares, and at any such
meeting may possess and exercise all of the rights and
powers incident to the ownership of such shares that, as
the owner, this Corporation might have possessed and
exercised if present. The Board may confer like powers
upon any person and may revoke any such powers as
granted in its sole discretion.
Article
13 Fiscal Year and Audit
Section
13.1 Fiscal Year
The fiscal year of the Corporation
shall commence on September 1 of each year and end on
August 31.
Section
13.2 Audit
The books of the
Corporation may be audited annually by an independent
Certified Public Accountant and the report of such
accountant shall be filed with the records of the
Corporation as soon as feasible after the end of the
fiscal year.
Article
14 Prohibition Against Sharing in Corporate Earnings
Section 14.1
Prohibition Against Sharing in Corporate Earnings
No Director, employee,
agent, representative, member of a committee of, or
person otherwise connected with, the Corporation, nor
any other private individual, shall receive at any time
any of the net earnings or pecuniary profit from the
operations of the Corporation, provided this does not
prevent the payment to any such person of such
reasonable compensation as shall be fixed by the Board
for services rendered to or for the Corporation in
effecting any of its purposes; and no such person or
persons shall be entitled to share in the distribution
of any of the corporate assets upon the dissolution of
the Corporation.
Article
15 Dissolution
Section 15.1
Dissolution
Upon dissolution of the Corporation,
assets shall be distributed to one or more GLBT
501(c)(3) nonprofit organization(s) of national
prominence for exclusive use in bisexual outreach,
bisexual advocacy, or bisexual visibility. Should this
not be possible, assets shall be distributed in
accordance with the Articles of Incorporation of the
Corporation.
Article
16 Investments
Section 16.1
Investments
The Corporation shall
have the right to retain all or any part of any
securities or property acquired by it in whatever
manner, and to invest and reinvest any funds held by it,
according to the judgment of the Board, without being
restricted to the class of investments that a Director
is permitted by law to make or any similar restriction;
provided however, that no action shall be taken by or on
behalf of the Corporation if such action would violate
Florida law or result in the denial of the tax exemption
under any section or sections of the Internal Revenue
Code and its Regulations as they now exist or may be
amended, including without limitation Section 501 and
507.
Article
17 Exempt Activities
Section 17.1
Exempt Activities
Notwithstanding any
other provision of these Bylaws, no Officer, Director,
employee, agent, or representative of this Corporation
shall take any action or carry on any activity by or on
behalf of the Corporation not permitted to be taken or
carried on by an organization exempt under Section
501(c)(3) of the Internal Revenue Code and its
Regulations as they now exist or as they may be amended,
or by an organization contributions to which are
deductible under Sections 170(c)(2), 2055, 2106(a)(2)
and 2522 of such Code and Regulations as they now exist
or as they may be amended.
Article
18 Indemnification
Section
18.1 Non-Liability of Directors
Except as limited by Article 17 of
these Bylaws, the Corporation shall indemnify its
Directors and Officers to the fullest extent permitted
under Section 617.0831 of Florida Statutes (2000), as
amended, or any successor thereto. Said indemnification
shall extend to any and all liabilities of the Directors
and Officers arising from their relationship with the
Corporation in any and all capacities. By resolution
duly adopted and except as limited by Article 17 of
these Bylaws, the Board may authorize the Corporation to
(i) indemnify any or all of its employees, and agents
who are not Directors to any extent that the Board may
determine, up to and including the fullest extent
permitted under Section 617.0831 of Florida Statutes
(2000), as amended, or any successor thereto, and/or
(ii) provide insurance coverage to any or all of its
Directors, Officers, employees, and agents against any
or all risks or liabilities that such persons may incur
by virtue of their relationships with the Corporation.
Section
18.2 Indemnification by Corporation of
Directors, Employees and Other Agents
To the extent that a person who is,
or was, a Director, employee, or other agent of this
Corporation has been successful on the merits in
defense of any civil, criminal, administrative or
investigative proceeding brought to procure a judgment
against such person by reason of the fact that she or
he is, or was, an agent of the corporation, or has
been successful in defense of any claim, issue or
matter, therein, such person shall be indemnified
against expenses actually and reasonably incurred by
the person in connection with such proceeding.
If such person either settles any
such claim or sustains a judgment against her or him,
then indemnification against expenses, judgments,
fines, settlements and other amounts reasonably
incurred in connection with such proceedings shall be
provided by this corporation but only to the extent
permitted under Section 617.0831 of Florida Statutes
(2000), as amended, or any successor thereto.
Article
19 Parliamentary Authority
Section 19.1
Parliamentary Authority
All Decisions of the
Board and its committees, sub-committees, focus groups,
and advisory boards shall be made by simple majority
vote, except as otherwise expressly provided in these
Bylaws, the Articles of Incorporation, or applicable
law.
Article
20 Interpretation and Amendments
Section
20.1 Amendments
These Bylaws may be
amended, altered, or repealed and new bylaws may be
adopted only by the affirmative vote of 2/3 of the
entire Board of Directors. Any such amendment that
changes or deletes a greater quorum or voting
requirement must meet the same quorum or voting
requirement and be adopted by the same vote required to
take action under the quorum and voting requirements
prescribed in the provision being amended.
Section 20.2
Interpretation
In the event that any
provision of these Bylaws or any amendment thereof
conflicts with the Articles of Incorporation, applicable
Florida law, or the relevant provisions of the Internal
Revenue Code and Regulations, such Articles, law, or
provisions shall control.
Article 21
POLICIES AND PROCEDURES
The policies and
procedures established by the Board of Directors of
BiNet USA shall be used to conduct the business of BiNet
USA.
Article 22
MEMBERSHIP
A: ELIGIBILITY FOR
MEMBERSHIP
1) Membership in BiNet
USA shall be open to all persons that understand and
support the Mission Statement
and pay the required
dues. Membership in BiNet USA shall be open to
organizations and businesses that understand
and support the Mission
Statement and pay their dues and must be approved by the
Board of Directors.
2) Membership shall be
determined without regard for sex, race, creed, color,
religion, marital or relationship
status, sexual
orientation, national or ethnic origin, citizenship or
any sensory or physical challenge.
B: CLASSES OF MEMBERSHIP
1) Individual: Any person
18 years of age or older.
2) Affiliate: Any
non-profit organization.
3) Commercial: Any
business.
C: PRIVILEGES OF
MEMBERSHIP
1) Individual members
shall be entitled to:
a) one vote in all
membership elections
b) hold office on the
Board of Directors
c) propose nominees for
the Board of Directors
d) the right to petition
for action
e) such other privileges
and/or benefits as may be determined by the Board of
Directors
2) Affiliated and
commercial members shall be entitled to:
a) such privileges and/or
benefits as may be determined by the Board of Directors
D: DUES
1) All members of BiNet
USA shall be assessed dues
2) Determination of dues
amount and manner of payment shall be set by the Board
of Directors
3) In cases of financial
hardship, dues may be reduced or restructured on an
individual basis, according to the
policies and procedures
of the Board of Directors
E: REVOCATION OF
MEMBERSHIP
The Board of Directors
may revoke by a two-third (2/3) vote. Any membership for
cause as determined by the
Board of Directors
Article 23
PROJECT / CHAPTER QUALIFICATIONS
Prospective
Projects/Chapters shall make a written application to
the Board of Directors. The decision for
acceptance of the
prospective Project/Chapter shall be made by the Board
of Directors. From the day of application
submission the
Project/Chapter must follow procedures set forth by the
Board of Directors. Prospective groups
should support the
principles and goals of the corporation. Projects shall
abide by the BiNet USA bylaws, polices &
procedures and any
additional procedures as outlined by the Board of
Directors, such as quarterly financial reporting
and representation at
meetings as detailed. Projects will abide to the rules
as set forth in the Bylaws section
�Projects of BiNet
USA.� Chapters shall abide to the rules as set
forth in the Bylaws section �Chapters of BiNet
USA.�
Section
23.1 PROJECTS OF BINET USA
A: DEFINITION
A Project of BiNet USA is
an unincorporated local group or individual that is of
insufficient size to need and/or be
able to create their own
separate legal entity. Project�s are under the
BiNet USA non-profit umbrella and report
directly to its Board of
Directors. Project�s operate within a specified
geographical area or as authorized by the
Board of Director of
BiNet USA.
B: OBLIGATIONS OF
PROJECTS
Issuance of a letter of
acceptance from BiNet USA shall constitute acceptance by
the Project of the principals
established in the By
Laws of BiNet USA and agreement with the policies and
procedures set forth by the Board of
Directors of BiNet USA.
C: PRIVILEGES OF PROJECTS
Acceptance and
maintenance of Project status by a local Project
entitles that Project and/or its membership to the
following:
1) identify itself with
BiNet USA.
2) represent BiNet USA on
a local and regional basis.
3) use of the BiNet USA
501(c)(3) status.
4) receive other
privileges and/or benefits as determined by the Board of
Directors.
D: LIMITATION OF PROJECT
POWERS
1) No Project member
shall have the power to act for BiNet USA without prior
approval of the Board of
Directors of BiNet USA.
2) All property purchased
by Projects of BiNet USA becomes the property of BiNet
USA. When a Project
terminates its membership
with BiNet USA, all property purchased by the Project
will automatically transfer
to the Project if the
following two criteria are met:
a) The Project has or
obtains 501(c)(3) tax status, or another 501(c)(3)
qualified organization assumes the
activities of the
Project.
b) The Project leaves no
outstanding liabilities or debts in BiNet USA�s
name. If any such debt or liability
exists all property shall
remain with BiNet USA.
E: TERMINATION OF PROJECT
STATUS
Project status may be revoked by BiNet
USA by a two-thirds (2/3) vote of the Board of
Directors.
G: PROPRIETARY INTEREST
IN THE NAME OF BiNet USA
Privilege to use the
BiNet USA name and any other proprietary names, titles
and/or logos by any Project shall be at
the discretion of the
Board of Directors of BiNet USA.
Section
23.2 CHAPTERS OF BINET USA
A: DEFINITION
A Chapter of BiNet USA is
an incorporated local branch of BiNet USA with 3 or more
members operating within a
specified geographical
area or as authorized by the Board of Director of BiNet
USA.
B: OBLIGATIONS OF
CHAPTERS
Issuance of a Charter
from BiNet USA shall constitute acceptance by the
Chapter of the principals established in the
By Laws of BiNet USA and
agreement with the policies and procedures set forth by
the Board of Directors of BiNet
USA. All voting Chapter
members must also be members of BiNet USA.
C: PRIVILEGES OF CHAPTERS
Acceptance and
maintenance of a Charter by a local Chapter entitles
that Chapters and/or its membership to the
following:
1) identify itself with
BiNet USA.
2) represent BiNet USA on
a local and regional basis.
3) use of the BiNet USA
501(c)(3) status.
4) receive other
privileges and/or benefits as determined by the
Executive Council.
D: LIMITATION OF CHAPTER
POWERS
1) No Chapter member or
officer shall have the power to act for BiNet USA
without prior approval of the Board
of Directors of BiNet
USA.
2) Each Chapter shall
hold BiNet USA harmless from any liabilities with
respect to the Chapter activities and
functions.
E: TERMINATION OF CHAPTER
STATUS
Chapter status may be
revoked by BiNet USA if Chapter membership is no longer
functional as determined by a
two-thirds (2/3) vote of
the Board of Directors.
F: LIMITATION OF
LIABILITY
BiNet USA shall be held harmless from
any act of omission by any of its duly authorized
Chapters.
G: PROPRIETARY INTEREST
IN THE NAME OF BiNet USA
Privilege to use the
BiNet USA name and any other proprietary names, titles
and/or logos by any Chapter shall be at
the discretion of the
Board of Directors of BiNet USA.
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BiNet
USA
4201 Wilson Blvd. #110-311 ~ Arlington, VA
22203-1859
1-800-585-9368
BiNetUSA@BiNetUSA.org
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