Bilaws of BiNet USA, Inc.
Table of Contents
Bylaws of BiNet USA, Inc.
The name of this corporation is the BiNet USA, Inc., a Florida not-for-profit corporation (hereinafter referred to as the “Corporation”).
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.
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.
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.
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.
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.
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:
Limited Income/Student – $20
Regular – $35
Non-voting membership shall be open to any group or organization that endorses the Mission and Statement of Purpose of the Corporation, as follows:
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.
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:
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
The Officers shall not receive any compensation for their services as Officers.
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.
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.
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.
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.
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.
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.
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.
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.
Responsible for development and implementation of programs designed to increase the level of donations from existing members and donors.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
The members of any advisory board shall not receive any compensation for their services as members of an advisory board.
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.
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).
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.
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 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.
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.
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.
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.
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.
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.
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.
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.
The fiscal year of the Corporation shall commence on September 1 of each year and end on August 31.
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.
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.
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.
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.
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.
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.
- 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.
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.
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.
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.
The policies and procedures established by the Board of Directors of BiNet USA shall be used to conduct the business of BiNet USA.
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
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
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
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
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.
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
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
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.
4201 Wilson Blvd. #110-311 ~ Arlington, VA 22203-1859
1-800-585-9368 begin_of_the_skype_highlighting 1-800-585-9368 begin_of_the_skype_highlighting 1-800-585-9368 end_of_the_skype_highlighting begin_of_the_skype_highlighting 1-800-585-9368 end_of_the_skype_highlighting end_of_the_skype_highlighting BiNetUSA@BiNetUSA.org