|BYLAWS & STANDING RULES
GREATER DAYTON LGBT CENTER, INC.
(DBA Greater Dayton LGBT Center)ARTICLE I – Name and Mission
The legal name of this organization is Greater Dayton LGBT Center, Inc., and is doing business as the Greater Dayton LGBT Center and is commonly referred to as “The Center.” The mission of the Greater Dayton LGBT Center is to help create programs that enhance the lives of sexual minorities in Dayton and the Miami Valley.ARTICLE II – Purpose
The purpose of this organization is to fulfill the mission stated in Article I by offering a comprehensive, community based service organization to the gay, lesbian, bi-sexual and transgender community of the Dayton and Miami Valley area in the following manner:-To provide a meeting place(s) with a healthy atmosphere that fosters genuine and authentic interchanges; To provide social functions as alternatives to those available in the community;-To provide a newsletter that will act as a forum whereby the Greater Dayton LGBT Center can interpret its operation to its members and the community at large, for the publicizing of significant events, and for public dialogue and self-expression;-To provide support groups, where there is interest, an informational telephone line and other communications services such as blogs or websites, for referral services which support members of the gay, lesbian, bi-sexual and transgender community;
-To provide consultation and educational services to other LGBT organizations and entities and to the community at large concerning sexual minorities and the concerns of the Greater Dayton gay, lesbian, bi-sexual and transgender community.The foregoing will serve as examples of the services offered to the LGBT community by the Greater Dayton LGBT Center but need not be limited to these purposes. In order to establish programming the officers of the organization have the responsibility to insure that specific programs meet the guidelines of the purposes herein outlined. The officers of the organization shall submit to the membership any change in purpose for ratification according to the procedures for amendment of bylaws.ARTICLE III – Membership
Membership shall be open to all persons who are in agreement with the purpose of the organization. There shall be no arbitrary criterion for exclusion of membership, especially on the grounds of race, sex, creed, national origin, sexual orientation, age, disability, gender identity or expression, source of income, color, religion, marital status, ancestry, or familial status. It shall be the responsibility of any interested person to submit his/her name and current address to the Secretary for addition to the membership list. It shall further be the responsibility of the member to keep the Secretary up to date on any address changes. It shall be the responsibility of each member to contribute to the support of the Greater Dayton LGBT Center. This shall be specified by the Board of Directors in terms of a membership fee. The fee will be set by the Board of Directors. The Secretary will periodically clear the membership list of all inactive members, as determined by their lack of support by non-renewal of their membership fee.SECTION 1. All members must agree to abide by the Bylaws and Standing Rules of The Center and must pay dues for the entire year.SECTION 2: Dues are not refundable. A deceased member’s spouse, significant other or family member may use the membership for the remaining calendar year after the member’s death. The designated person will have usage of all privileges and voting rights. The designated member must adhere to The Center’s Bylaws and Standing Rules, provided dues are paid in full.SECTION 3: Any member who willfully or consistently fails to adhere to club regulations may be terminated from membership by a simple majority vote of the officers and shall be notified in writing by the Secretary.ARTICLE IV– Meetings and Elections
Vacancies on the Board of Directors shall be elected annually at the Annual Meeting of the membership of the organization or be appointed in the interim by the President of the Board. The Board of Directors may appoint a nominating committee to secure a list of available candidates. Other candidates may be nominated from the floor if their consent to serve can be ascertained. The Board of Directors may also put before the membership any changes in the Bylaws or purposes of the organization for approval. The change will be announced at least one month in advance of a meeting to verify the change by vote so members may verify their standing with the Secretary in order to cast a vote. Votes on Bylaw changes may be cast via mail or email. Decisions on Bylaw changes shall be made by a simple majority of votes cast. Votes shall be counted initially by the President and Secretary and finally re-counted by the Vice President and Treasurer. The annual General Meeting shall be held in the Fall of each year, where date and time are set by the officers. Standing Rules changes will be made by a simple majority vote by the elected officers. Notice of changes to Standing Rules will be published in the following newsletter. These Bylaws have been revised and approved in the summer of 2014. All new versions must be dated herein.ARTICLE V – Officers
SECTION 1: The officers are the governing body of the organization. Its members are elected by membership at the annual meeting or are appointed by the Board President as replacements until the annual meeting at which time candidates may be elected to a full term.SECTION 2: Officers of The Center must have paid their current year’s dues and consecutive term year dues to be elected and remain an officer of The Center.SECTION 3: The Board of Directors shall consist of a minimum of nine (9) member slots. This number may change via a policy revision by the officers. If there is an even number of board members, the President shall vote only in case of tie. Officers shall elect standing officers to fill named position seats with the exception of the President who shall be elected by simple majority vote of the membership. Standing officers shall include President, Vice President, Treasurer, Assistant Treasurer/Treasurer-Elect, and Secretary. Additional officers may include Corresponding Secretary, Newsletter Editor, Counseling Director, and other such titles as may be descriptive of the duties and responsibilities of each officer. Officers shall share the responsibilities of maintaining and promoting the purpose of the organization by mutual agreement. Titles and job descriptions shall follow common practices, e.g. the President presides at meetings, the Treasurer is accountable for the funds, the Secretary keeps memberships lists, mails annual membership renewal reminder, etc.SECTION 4: An officer may serve more than one (1) term if re-elected by the membership.
ARTICLE VI – Conflict of Interest Policy
|The Center is a nonprofit, tax-exempt organization. Maintenance of its tax-exempt status is important both for its continued financial stability and for public support. Therefore, the IRS as well as state regulatory and tax officials view the operations of the Center as a public trust, which is subject to scrutiny by and accountable to such governmental authorities as well as to members of the public. Consequently, there exists between the Center and its board, officers, and management employees and the public a fiduciary duty, which carries with it a broad and unbending duty of loyalty and fidelity. The board, officers, and management employees have the responsibility of administering the affairs of the Center honestly and prudently, and of exercising their best care, skill, and judgment for the sole benefit of the Center. Those persons shall exercise the utmost good faith in all transactions involved in their duties, and they shall not use their positions with the Center or knowledge gained wherefrom for their personal benefit. The interests of the organization must be the first priority in all decisions and actions.
|SECTION 2: Persons Concerned
|This statement is directed not only to directors and officers, but to all employees who can influence the actions of the Center. For example, this would include all who make purchasing decisions, all persons who might be described as “management personnel,” and anyone who has proprietary information concerning the Center.
|SECTION 3: Areas in Which Conflict May Arise
|Conflicts of interest may arise in the relations of directors, officers, and management employees with any of the following third parties:
- Persons and firms supplying goods and services to the Center.
- Persons and firms from whom the Center leases property and equipment.
- Persons and firms with whom the Center is dealing or planning to deal in connection with the gift, purchase or sale of real estate, securities, or other property.
- Competing or affinity organizations.
- Donors and others supporting the Center.
- Agencies, organizations. and associations which affect the operations of the Center
- Family members, friends, and other employees.
|SECTION 4: Nature of Conflicting Interest
|A conflicting interest may be defined as an interest, direct or indirect, with any persons or firms mentioned in Section 3. Such an interest might arise through:
- Owning stock or holding debt or other proprietary interests in any third party dealing with the Center.
- Holding office, serving on the board, participating in management, or being otherwise employed (or formerly employed) with any third party dealing with the Center.
- Receiving remuneration for services with respect to individual transactions involving the Center
- Using the Center time, personnel, equipment, supplies, or good will for other than the Center-approved activities, programs, and purposes.
- Receiving personal gifts or loans from third parties dealing or competing with the Center. Receipt of any gift is disapproved except gifts of a value less than $50, which could not be refused without discourtesy. No personal gift of money should ever be accepted.
|The areas of conflicting interest listed in Section 3, and the relations in those areas which may give rise to conflict, as listed in Section 4, are not exhaustive. Conflicts might arise in other areas or through other relations. It is assumed that the directors, officers, and management employees will recognize such areas and relation by analogy.
|SECTION 5: Interpretation of this Statement of Policy
|The fact that one of the interests described in Section 4 exists does not necessarily mean that a conflict exists, or that the conflict, if it exists, is material enough to be of practical importance, or if material, that upon full disclosure of all relevant facts and circumstances it is necessarily adverse to the interests of the Center. However, it is the policy of the board that the existence of any of the interests described in Section 4 shall be disclosed before any transaction is consummated. It shall be the continuing responsibility of the board, officers, and management employees to scrutinize their transactions and outside business interests and relationships for potential conflicts and to immediately make such disclosures.
|SECTION 6: Disclosure Policy and Procedure
|Transactions with parties with whom a conflicting interest exists may be undertaken only if all of the following are observed: The conflicting interest is fully disclosed;
- The person with the conflict of interest is excluded from the discussion and approval of such transaction;
- A competitive bid or comparable valuation exists; and
- The [board or a duly constituted committee thereof] has determined that the transaction is in the best interest of the organization.
|Disclosure in the organization should be made to the board president (or if she or he is the one with the conflict, then to the vice-president), who shall bring the matter to the attention of the [board or a duly constituted committee thereof]. Disclosure involving directors should be made to the board president, (or if she or he is the one with the conflict, then to the vice-president) who shall bring these matters to the [board or a duly constituted committee thereof]. The [board or a duly constituted committee thereof] shall determine whether a conflict exists and in the case of an existing conflict, whether the contemplated transaction may be authorized as just, fair, and reasonable to the Center. The decision of the [board or a duly constituted committee thereof] on these matters will rest in their sole discretion, and their concern must be the welfare of the Center and the advancement of its purpose.
|I HERBY CONFIRM that I have read and understand the Center’s conflict of interest policyI agree that if I become” aware of any information that might indicate that this disclosure is inaccurate or that I have not complied with this policy, I will notify [designated officer or director] immediately.
SECTION 1: The Center will not share information about its members, subscribers or affiliates with any person or entity outside of The Center without prior written consent. This consent can be given on membership forms as desired.
ARTICLE 8: Public Record/The Center’s Information
SECTION 1: The Center shall maintain a website at www.daytonlgbtcenter.org which posts current IRS Tax Documentation (990); State & Federal Tax ID’s; the most current Annual Report; and any other event and communication information as seen needed by The Board.
Standing Rules are created, maintained and changed according to needs as reflected by the nature of business determined by the officers of The Board. Changes to the Standing Rules are made by a simple majority vote by the officers of The Board.
RULE 1: NO alcohol shall be consumed by officers during Board meetings.
RULE 2: Elected officers are expected to attend all Board meetings, unless excused prior to the meeting by the President. Any officer reports should be submitted in advance of the absence and the Board meeting.
RULE 3: In any calendar year period officers shall not miss more than four (4) meetings excused. Each officer is responsible for their own presence by their own consent by being on the Board. If any officer misses more than four (4) un-excused meetings they shall be deemed removed from the Board without any further action by the Board. Any removed officer shall then be replaced by an appointment by the President as needed until the next election in the Fall.
RULE 4: Officers who cannot physically attend Board meetings may call another officer who is physically attending via cell phone to conduct business on speaker phone.
RULE 5: All officers must personally pay for all tickets, food & beverage, etc. for any Center functions. Officers shall not purchase raffle tickets, 50/50 tickets, etc. that might benefit them personally. They may however buy them for another non-officer or friend. It is recommended that officers simply donate to The Center in lieu of raffles, etc. to show transparency in the community.
RULE 6: The Board shall conduct meetings using Robert’s Rules of Order as a guideline.
RULE 7: The Vice President shall conduct business in lieu of the President in the President’s absence. Furthermore the Vice President shall be in charge of forming a nominating committee to find prospective officers to fill vacant Board seats prior to the Fall elections.
RULE 8: The President, Treasurer, Assistant Treasurer and Secretary shall be fiduciary signers on all accounts held by The Center.
RULE 9: Any purchases, bills, etc. in excess of five hundred dollars ($500) shall require two (2) authorized signatures after a majority vote in favor by the officers of The Board.
RULE 10: The Center shall not be responsible for the safekeeping of anyone’s personal belongings at any meeting, event or fundraiser held or sponsored by The Center.
RULE 11: The Center and officers representing The Center shall not accept solicitations, sign petitions, or in any way promote any political persons or political agendas in The Center’s name. (Satisfies IRS rules for 501(c)3 Non Profit Organizations)
RULE 12: An ‘Honorary Membership’ (non-paying) may be given at the discretion of the officers with a simple majority vote. An ‘Honorary Member’ shall not be elected or serve on the Board.
RULE 13: All membership dues are due on January 1st of each year and expire on December 31st of the same year. Dues statements/reminders will be mailed out in November to all current members. New members joining within a calendar year will be pro-rated for the first year.
RULE 14: New members shall receive membership ID cards; a welcome letter; resource guide and current newsletter after their dues have been posted. Renewing members will also receive an acknowledgement letter for their renewal each year.