|
ARTICLE I: NAME
1. The name of this corporation shall be EAST BAY BUSINESS AND PROFESSIONAL ALLIANCE.
ARTICLE II: MEMBERSHIP
1. Membership in the association shall be open to all gay, lesbian or bisexual, or gay-, lesbian- or
bisexual-friendly persons who complete an application as prescribed by the Board of Directors, and who pay the dues set from time to time by the Board of Directors.
2. The dues of the association shall be set from time to time by
the Board of Directors, and payable in advance on an annual basis.
3. Any member may resign from the association at any time upon notice to the Secretary in a timely manner as prescribed from time to time by the Board of Directors.
4. Membership in the association shall be terminated for non-payment of dues if not paid in a timely manner as prescribed from time to time by the Board of Directors.
5. Membership may be terminated by a three-fourths vote
of the Board of Directors after notice and hearing as provided by law, for conduct inimical to the purposes and aims of the association.
6. Any member who willfully violates any provision of these bylaws, or any other rule or
regulation duly adopted by the Board of Directors, or who does anything calculated to disturb the order, peace, or harmony of the Alliance or to impair the good name of the Alliance, will be deemed guilty of conduct unbecoming a member
and may be reprimanded, suspended, fined, or expelled. Such acting will affect all persons deriving club privileges through such member.
7. Filing Charges.
A. An Alliance member in whose presence another member engages in conduct unbecoming a member of the club may file with the Board of Directors a charge in writing designating the time, place and circumstance of such unbecoming conduct.
8. Hearing and Procedure. A. Whenever a complaint is filed charging conduct unbecoming a member and is determined to
be sufficient by the Board of Directors, the Board will give written notice to the accused member, stating the substance of the charge in concise terms and requesting the accused member to appear at a hearing before the Board, to be held not sooner than three days and not later than thirty days from the date of the notice. At such hearing, the accused will have the right to appear, to have counsel present, to have the complaint read in his or her presence, to confront witnesses against him or her, to produce witnesses on his or her behalf, and to testify. In making its evidentiary determination, the Board of Directors will find the charge of conduct unbecoming a member either proven or not proven and, if proven, it will impose such punishment of the member as, in its judgment,
may be proper. The decision of the Board of Directors will be final. A three fourths vote of the Directors shall be necessary to expel a member.
B. The hearing need not be conducted in accordance
with legal rules ofevidence, and any relevant evidence, whether or not admissible in a court of law, will be admissible at a house committee disciplinary hearing.
C. A verbatim record of the proceedings before the
house committee may be made by the accused member at his or her own expense.
9. Failure of the accused member to appear at the designated hearing of the Board of Directors provided in paragraph 8A of this article will be deemed a
voluntary confession and a plea of guilty to the charges set forth in the complaint.
10. Discipline of any member will be only as described in this article.
No member will be immune from the disciplinary procedures and sanctions set forth in this article because of office or position in the Alliance, or because of type of membership held.
ARTICLE III: OFFICERS, DIRECTORS, MANAGEMENT AND POWERS
1. Subject to the limitations of the bylaws as to actions to be authorized or approved by the membership, all powers shall be exercised and the business and affairs of
this association be controlled by the Board of Directors.
2. The officers of this association shall be a president, president elect, up to 4 vice-presidents, a secretary, a treasurer, and the immediate past president. The officers
of this association, except for the immediate past president and president, shall be elected by the Board of Directors at the
first meeting following the election of the Board of Directors.
3. The authorized number of directors
of this association shall be no less than three nor more than fifteen, with the exact number of authorized directors set by the Board of Directors.
4.
Officers shall hold office for one year following their installation at the annual meeting at which they are elected or until their successors are elected and qualify except as provided in these bylaws.
5. Each director
shall be elected by ballot at the annual meeting of the membership, or by mail distributed to the membership, of this association and shall hold office for a period of one year beginning with the installation of the officers of the
association or until a successor is elected and has qualified.
6. The right to vote at the annual meeting is vested in each Full Member and Non-Profit Affiliate Representative.
7. A vacancy in the Board of Directors shall
exist in case of the death, resignation, removal, or the failure of a board member to attend three consecutive board meetings without the permission of the president in writing, or the termination of membership of any director or
officer. A vacancy in the position of a director or an officer shall be filled by election of a majority of the Board of Directors.
8. Except as above provided, a director may be removed from office as provided by law, and
only by ballot at a meeting of at least two-thirds of the members.
ARTICLE IV: MEETINGS
1. The annual meeting of this association shall be held at a place and time designated by the Board of Directors. Notice
of such meetings shall be mailed or caused to be mailed to each member by the Secretary, as provided by law.
2. The initial meeting of the new Board of Directors shall be the first board meeting after August 1, following the
annual meeting at which the board is elected.
3. The Board of Directors shall meet at any other times and places as may be called by the President or by any two members of the Board of Directors.
4. Regular meetings of the
Board shall be held on the third Thursday of each month. Written notice of the the time and place of special meetings of the Board of Directors shall be mailed or caused to be mailed by the Secretary to each member of the board.
5. At any Board of Directors meeting a minimum of a majority of Directors then in office shall constitute a quorum. The transactions at such meetings are valid upon a majority vote unless otherwise specifically provided.
6. Any Member of the Board of Directors who is unable to attend a meeting of the board of directors may be represented by any regular member of the association if such Director gives the representative a proxy in writing, which shall be
filed with the Secretary of the association at the time of the board meeting. Attendance by proxy shall be entered in the minutes of the meeting and the proxy shall have full power to act in the place of the member.
7. Any
action required by law to be taken at a meeting of the members of the association or Board of Directors or any action that may be taken at a meeting of the members of the association or the board of Directors, may be taken without such a
meeting, if a consent in writing, setting forth the
actions so taken, is signed by all of the members of the association or the board of directors entitled to vote with respect to the subject matter of the action.
ARTICLE V: DUTIES OF OFFICERS AND DIRECTORS
1. The President shall preside at all meetings and exercise general supervision over the activities of the association, be an ex-officio member of all committees, and perform such
other duties as pertain to the office. The President shall appoint a Parliamentarian and the Chairs of all standing and special committees.
Any member of the association may be selected to chair any committee. The majority vote of the Board of Directors may overrule such appointment(s).
2. The President Elect shall be responsible for creating and stimulating
interest in the organization and will assume the duties of the President in the absence or disability of the President.
The President Elect shall be an ex-officio member of the membership committee and perform such other duties as are assigned by the President or the Board of Directors.
3. The Vice Presidents will be responsible for the programs,
publications, community relations and resource materials of the organization in addition to any duties they may be called on to perform which are necessary to the association.
The President will appoint the specific areas of responsibility for each Vice President.
4. The Secretary shall keep the minutes of the association and the board of directors, and have charge of all records pertaining to
the association. The Secretary shall provide a copy of the minutes of all meetings to each member of the Board of Directors.
5. The Treasurer shall have charge of all funds of this association and deposit money in a bank or banks
as directed by the Board of Directors The Treasurer shall be accountable only to the Board of Directors. No salary or other remuneration shall be allowed to any member of the
association, except as provided for in these bylaws
or as directed by the Board of Directors.
Funds coming into the hands of the Treasurer shall be allocated to the activities of the association as directed by the Board of Directors. In addition, the treasurer shall chair the budget and finance committee of the association. Additional members of the budget and finance committee
shall be appointed from the membership by the President.
ARTICLE VI
1. Within thirty days after election the President shall appoint the chairs
of the following operating committees:
A. Membership, Programs, Community Relations, and Publications/Resource Materials
2. The President shall designate such other committees and appoint such other committee chairs and representatives to other organizations as may be
necessary.
3. Additional members of committees shall be appointed from the membership
by the President or may serve at the invitation of the committee chair.
ARTICLE VII: DUTIES OF OPERATING COMMITTEES
1.
The membership committee shall maintain a complete roster of the membership and promptly supply a copy of it to the president, presiden elect, vice-presidents, secretary and treasurer as revised from time to time.
It shall maintain records of the membership and shall act on all credentials of members of the association for the annual and special meetings for the purpose of registering and certifying the membership as to their attendance at such meetings. Each member of the committee shall render such assistance as the chairman may request in securing renewals and additional membership in the association.
ARTICLE VIII
1. The rules contained in Roberts Rules of Order shall govern this association in all cases to which they are applicable and in which they are not inconsistent with these bylaws.
2.
These bylaws may be amended by the members as provided by law. Subject to statutory requirements, bylaws may also be amended by two-thirds vote of the Board of Directors, subject to veto by the majority vote of the members of the association at any special or annual meeting. Proposed amendments shall be in writing and mailed to each Director and to each member at least thirty days prior to the date of presentation for action by the Board of Directors. Notice of the time and place when the proposed amendments will be presented shall be included in the mailing.
3. A special meeting of the members of the association may be called by three members of the Board of Directors or ten percent of the members of the association.
Notice of such meeting shall be signed by the persons calling the meeting and filed with the secretary at least thirty days before the date of the meeting. Notice of the meeting shall be mailed by the secretary to each member of the association, as provided by law.
ARTICLE IX: COMPENSATION AND REMUNERATION
1. Officers shall be paid reasonable expenses when taking care of association business.
2. Committee members when engaging in a committee activity other
than in conjunction with a committee meeting or a Board of Directors meeting, and members of the association engaging in an association activity, may be reimbursed for necessary and reasonable expenses incurred in connection with such
activities, provided authorization is first obtained from the President or an officer designated by the president. No committee member or members shall receive compensation or reimbursement for any such activity unless that
activity has been authorized by the President or such designated officer and the Treasurer has been so notified in writing.
3.
Committee members and members engaging in an authorized activity as set forth in the preceding section shall file an itemized claim with the Chair of the appropriate committee or the President who shall, on the approval of the claim, file the claim with the Treasurer for payment.
4.
All expenses incurred pursuant to this article shall be charged against the appropriate fund established in the approved budget of the association.
CERTIFICATE OF ADOPTION OF BYLAWS
I, the undersigned, do certify:
1. I am the elected and acting secretary of the EAST BAY BUSINESS AND PROFESSIONAL ALLIANCE, a California mutual benefit corporation.
2. The foregoing bylaws, comprising
four pages, constitute the amended bylaws of the corporation as adopted at a duly held meeting of the Board of Directors of the corporation, on June 19, 1998 at 3909 Grand Avenue, Oakland, California.
I have subscribed my name and this ____ day of June, 1998.
__________________________________
Marianne Regan, Secretary
|
