ARTICLE I – ORGANIZATION
It is hereby resolved that Pride One of Broward County, Inc, (D.B.A. Pride South Florida) a 501(c)3 non-profit corporation, is an organization consisting of volunteers interested in promoting a positive image of gays, lesbians, bisexuals, transgender, and persons of other genderidentities. Business of said organization will be conducted under Roberts Rules of Order.
The corporation shall follow a fiscal year basis of accounting. The Fiscal Year of Pride One of Broward County, Inc., (D.B.A. Pride South Florida) shall be January 1st to December 31st.
The Pride One of Broward County Corporation shall be an independent, non-partisan body not subject to the control or significant influence of any commercial establishment or organization.
ARTICLE II – MISSION
To provide the South Florida community with various functions throughout the year, integrating celebrations for LGBT Equal Rights of All.
To promote and engage in educational civic and cultural activities in order to enrich the lives of gay, lesbian, bisexual, transgender people, persons of other gender identities and the community as a whole, and to work together to achieve common goals.
ARTICLE III – MEMBERSHIP
Pride South Florida shall consist of Directors, Officers, and Volunteers whose aims coincide with the purpose of Pride One of Broward County, Inc. as set forth in Article II.
In order to become a Member of Pride South Florida, an individual must attend three (3) regular board meeting and let Her/His request to join be known at the time of completing a Pride South Florida General Board member Application. This application will be presented to the Secretary when they are ready to join the board as a General member. The application will then be voted on by the then current standing General Board Membership. (Switched the Order)
Former Directors in good standing may return in a Director capacity with the three (3) meeting attendance requirement waived, at the discretion of the Board of Directors.
Excessive tardiness or early departure from meetings is not acceptable behavior. Abuse of said policy will require a meeting between the Director and the executive committee.
The only circumstances permitting a Director an excused absence are as follows:
- Illness or injury.
- Family or personal emergency.
- Employment, which would not normally be scheduled at the time of the meeting.
- Vacation, if it could not possibly take place during any other period of time.
- A religious commitment.
Any request for an excused absence or tardiness must be communicated directly to either Co-Chairs or Secretary no less than 24 hours (whenever possible), before the meeting to be missed. Upon accrual of three consecutive or a total of 5 unexcused absences; an individual will be removed from the Board of Directors. A member may appeal to the Executive Committee if they feel the decision of the board is unjust.
Exception: A Director in good standing, disabled by long-term illness or injury may be carried on the roll continuously with the consent of the board of Directors. To include but not limited to partner, primary caregiver, or immediate family.
ARTICLE IV – MEETINGS
Board meetings shall be held on the second (2nd) and fourth (4th) Tuesday of the month, or whenever deemed necessary by two Officers or twenty-five percent (25%) of the Board of Directors. Committee meetings will be held as needed and deemed by the committee Chairperson.
All active Directors must be notified of special meetings (which may be so designated by the Officers) in writing, by telephone or by electronic mail at least forty-eight (48) hours in advance of such meetings.
Attendance of all Officers and Directors is required at all regular meetings. All official meetings require one more than half the number of voting directors on the board to make a quorum.
The Annual Business Meeting shall be the first May meeting. The new Officers shall be first nominated at this meeting. Second nominations and elections shall be held at the second May meeting. All records, assets, and property belonging to Pride One of Broward County, inc. ( AKA – Pride South Florida ) must be returned by the elections meeting held in May. The new officers will assume their positions upon June 1 of that year.
ARTICLE V – DUTIES OF THE OFFICERS
All nominated Executive Board members must have a minimum of 1 (one) year of consecutive good standing membership with Pride One of Broward County, inc., and must exhibit the basic skill set & knowledge of the position they are being nominated to.
Co-Chairs: To preside at all Board Meetings, supervise all the board’s activities, and appoint committees as needed within the Board’s approval. The Co-Chairs will act as the sole spokespersons for the Board, and will represent the Board to outside organizations and the media. The Co-Chairs shall be ad-hoc members of the By-Laws and Budget committees. The Co-Chairs will represent the Corporation at all meetings of the International Gay Pride Committees, and the Southern Regional Association, and any other Pride related shows and organizations.
The position of Co Chairs shall only be changed with a unanimous vote by the Board of Directors and a one year waiting period.
Whenever possible, the Co-Chairs shall consist of one Female and one Male.
The Co-Chairs shall appoint from amongst the Board of Directors a Historian. The Historian shall in cooperation with the Stonewall Library and Archives, collect and maintain all artifacts, photographs, publications, and other items deemed historically related to Pride South Florida.
Secretary: To record the roll at each meeting, to maintain the roster of Directors, and to record the minutes of each meeting. Minutes of each meeting should be made available to the Board of Directors at least forty-eight (48) hours prior to the next scheduled meeting. The Secretary is to conduct all outside correspondence, and to keep current all mailing lists of the Board, maintain the official By-Laws of the Corporation; serve as President of the By-Laws Committee. The Secretary shall act as Parliamentarian of all meetings. At the discretion of the Secretary, a Director may be appointed Parliamentarian.
Treasurer: To account for all the Corporation’s funds and assets, maintain proper financial records and give a legible, written report to the Board at the meetings, and to have a detailed financial report encompassing the entire fiscal year. The Treasurer, in conjunction with the Co-Chairs is fiscally responsible for a monthly reconciliation of corporate bank statements. Financial reports shall be issued to the Board at each general meeting. Serve as Chair of the Budget committee and by the second meeting in June, shall submit for approval by the Board of Directors an annual Budget. The Treasurer must be computer literate.
Officers shall have the right to issue funds up to Five Hundred Dollars ($500) with the consent of the Co-Chairs and the Treasurer. Amounts exceeding the Five Hundred Dollar ($500) amount must be approved by a majority vote of the Board of Directors.
ARTICLE VI – DIRECTORS AND OFFICERS
Directors in good standing have voting privileges in accordance with all constitutional and By-Laws provisions.
Any Officers or Director may be removed for reasons of malfeasance, misfeasance, reasons of non-productivity and/or lack of dependability, by a 2/3 vote of the quorum.
If a Director has three (3) consecutive unexcused absences, that individual is automatically removed from the Board of Directors.
If a Director misses more than three (3) consecutive meetings due to extenuating circumstances, that Member may submit in writing the reason for the absences to the Board of Directors. A ¾ majority vote of the Board must be cast in order for that Director to retain full privileges or be removed. Any Member removed from the Board may not seek re-election for one year.
Board Member Emeritus: The Board Member Emeritus may be elected by a 2/3 vote of the board of Directors. The Board Member Emeritus does not require annual election, but shall retain full voting privileges and shall hold this position permanently. The Board Member Emeritus will not be counted as part of the maximum serving Board Members and shall be accorded Executive member privileges. The Board Member Emeritus should not hold an Executive Board Member position.
The Qualifications for Director Emeritus shall be determined by the Officers and Directors of Pride South Florida. The qualifications should include long-term service to Pride South Florida and dedication to the principles as written out in Article I and Article II of these By-Laws.
The number of voting Members shall be limited to a minimum of five (5) and a maximum of thirteen (13) persons, including four (4) Executive Board Officers; Co-Chairs, Secretary, and Treasurer.
Upon the vacancy of a Officer position, any Director in good standing may petition the Board for a seat. A majority vote of the Board of Directors is required for confirmation.
Any Director must abstain from any vote being taken, which may affect his/her livelihood or directly affect other organizations in which that Director belongs.
Officers and Directos shall disclose any actual or potential benefit, financial or otherwise, related to any transaction between Pride South Florida and any third parties (including but not limited to, vendors, contracted services, entertainment…..)
Failure to disclose such information may result in action pursuant to Article VI – Section 1.
All persons who are Directors in good standing of Pride South Florida shall be eligible for nomination and election as an Officer or the Corporation, provided that no conflict of interest with regard to commercial employment exists or would exist subsequent to future election. Nominations shall be made and seconded by the Board of Directors.
All Officers must be Directors in good standing and have served on the Board for a minimum of one (1) year. In the event of availability of persons to fill a vacant position of an Executive Board Member (Officer), a Director can become an Officer in less than one (1) year.
Nominations to replace Executive Board Members (Officers) who quit or are missing for the required number of board meetings can be elected to serve / complete the remaining term of that Executive Board Member (Officer).
Directors and Officers are required to serve/chair at least one of the Organizations committees.
Advisory Directors (formerly Board at Large) will be a non-voting board position with no requirements of attendance policies as required of a voting board member. There will be no cap to the quantity of Advisory Board Members.
ARTICLE VII – EXPENSE REIMBURSEMENT
All reimbursement expenses must be submitted on a check request for and supported with original receipts or bills.
All original receipts for expense reimbursement must be submitted to the Treasurer within thirty (30) days after they are incurred.
If necessary, personal credit card or personal funds may be used for payment and reimbursed accordingly with Board approval.
ARTICLE VIII – AMENDMENTS
All By-Laws changes must be proposed to the Board of Directors in writing. A proposed change of amendment to the By-Laws must be made known to the Board at least forty-eight (48) hours before a vote is called.
ARTICLE IX – INDEMNIFICATION
The private property of the Incorporators, Directors, Officers, or Members of the Corporation cannot be used for payment of the Corporations debts in any event or to any extent whatsoever.
ARTICLE X – PROCEDURES
Whenever reasonably possible, access for the physically challenged shall be made available to all Pride South Florida functions in accordance with the State of Florida Regulations.
Whenever reasonably possible, or practical, interpreters for the Hearing Impaired shall be made available at all Pride South Florida functions.
All of Pride South Florida’s general meetings, socials, and educational functions are open to all individuals.
If an excess of funds remains after all current fiscal (yearly) bills are paid, the funds may be used, with the approval of a majority of the Board of Directors as savings, advance deposits, seed moneys or other applicable means to insure a sound fiscal proposed budget for the next fiscal year, or for events which are to be underwritten by the Corporation.
Grants or donations for other 501(c)3 organizations may also be awarded in accordance with procedures set forth by the Directors following the annual PrideFest. Proposals will be due 30 days after the conclusion of PrideFest. Interviews of potential grant recipients will be conducted and awarding of grants will be made in May prior to the new Board being elected.
If any portion of these By-Laws are found to be in direct conflict with or contradict any other part of the By-Laws, only that section shall be deemed invalid.
As Recorded by
Secretary of The Board