ARTICLE I – ORGANIZATION
Section 1: Name
It is hereby resolved that Pride One of Broward County, Inc., (D.B.A. Pride South Florida), hereinafter referred to as “PSF”, a 501(c)3 non-profit corporation. PSF is a governing and working board consisting entirely of volunteers.
Section 2: Fiscal Year
The corporation shall follow a fiscal year basis of accounting. The Fiscal Year of PSF shall be January 1st to December 31st.
Section 3: Governorship
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
Section 1: Mission
The Main mission of PSF is to promote and engage in educational civic and cultural activities in order to enrich the lives of gay, lesbian, bisexual, transgender, persons of other gender identities and the community as a whole, and to work together to achieve common goals.
Section 2: Purpose
The purpose of PSF is to offer cultural and educational programs and activities which enhance mental and physical health, provide social support, and foster awareness of the past and present contributions of our community as a whole.
Section 3: Actuation
To provide the South Florida community with various functions throughout the year, integrating celebrations for LGBT persons and supporters. Activities that promote equal rights for all, a positive image, unity, visibility and self-esteem among lesbians, gay men, bisexuals, and transgendered persons will be the primary focus of PSF.
ARTICLE III – MEMBERSHIP
Section 1: Board of Directors
PSF shall consist of Officers (President, Vice President, Secretary and Treasurer), Directors, and Additional Volunteers whose aims coincide with the purpose of PSF as set forth in Article II.
Section 1 A: Officers also serve as Directors.
Section 2: Director Membership
In order to become a Director of PSF, an individual must first attend three (3) regular board meetings and complete a PSF Director Application. The individual will let their request to join be known by presenting their completed application to the Secretary at the beginning of the fourth meeting, or any subsequent meeting thereafter. The application will then be voted on by the Board of Directors.
Section 2 A: Former Directors
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.
Section 3: Attendance
Section 3 A: Tardiness
Excessive tardiness or early departure from meetings is not acceptable behavior. Abuse of said policy will require a meeting between the Director and the Officers.
Section 3 B: Exceptions
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.
Section 3 C: Excused Absence/Tardiness
Any request for an excused absence or tardiness must be communicated directly to the President, Vice President, 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 Director may appeal to the Officers if they feel the removal is unjust.
Upon agreement by a majority vote of the Officers, the Director will be reinstated to the Board.
Section 3 D: 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 –OFFICERS AND DIRECTORS
Section 1: Voting Privileges
Directors in good standing have voting privileges in accordance with all constitutional and By-Laws provisions.
Section 1 A: Number of Voting Board Directors
The number of voting Members shall be limited to a minimum of five (5) and a maximum of thirteen (13) persons, including the four (4) Officers; President, Vice President, Secretary, and Treasurer.
Section 1B : Annual Elections
Annual elections of Board members shall occur prior to the annual election of officers and no earlier then July 1st and no later then August 1st, unless as deemed necessary by 2/3 vote of the Organization.
Section 1 C: Abstention
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.
Section 1 C: Disclosure
Officers and Directors 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.
Section 2: Officers
Section 2 A: Eligibility
All Officers must be Directors, have a minimum of 1 (one) year of consecutive good standing membership with PSF, must exhibit the basic skill set & knowledge of the position they are being nominated to and have no conflict of interest with regard to commercial employment exists or would exist subsequent to future election.
Section 2 B: Officer Qualification Exceptions
In the event of no availability of persons to fill a vacant position of an Officer, a Director can become an Officer with less than one (1) year Board of Director experience.
Section 2 C: Officer Vacancy
Upon the vacancy of an Officer position, any Director in good standing may petition the Board for a seat.
Section 2 D: Officer Replacement
A replacement Officer can be elected to serve/complete the remaining term of the newly vacant Officer seat. Nominations shall be made and seconded by a Director.
A majority vote of the Board of Directors is required for confirmation.
Section 2 E: Annual Elections
Annual elections of Officers shall occur no earlier then July 15th and no later then August 15th, unless as deemed necessary by 2/3 vote of the Organization.
Section 3: Director/Officer Commitment to PSF
Directors and Officers are required to serve/chair at least one of the Organization’s committees.
Section 4: Advisory Board Members
Advisory Board Members are non-voting board positions. This position is designed for persons who would desire to be an active participant of PSF but are unable to obligate their time to the full requirements of the By-Laws. These positions are aimed at persons that would bring experience, expertise, and/or specific skill-sets to the Board in an effort to assist PSF in moving forward with its goals. Advisory Board Members are added by a majority vote of the Directors present at the meeting in which such nomination is made. There will be no cap to the quantity of Advisory Board Members.
Section 4 A: Requirements
Attendance is required at a minimum of two meetings per quarter year between the months of April and December (equals a minimum of 6 meetings).
For January, one meeting is required.
For February, *two meetings are required (*additional meetings as required by PSF needs).
Must actively participate in at least one committee throughout the year.
Advisory Board Members report to the Senior Advisory Board Member, or in the absence thereof, to the Officers.
Section 4 B: Senior Advisory Board Member
This person will be designated by the PSF Officers for a term of one year.
Additional responsibilities include, but are not limited to:
- Oversee Advisory Board Member adherence to PSF By-Laws and SOP’s.
- They will act as liaison between Advisory Board Members and PSF Officers.
- Quarterly status reports are required in written format to the PSF Officers.
Section 4 C: Advisory Board Member Removal
Any Advisory Board Member 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.
- Automatic Removal
If an Advisory Board Member does not meet the minimum quarterly attendance requirements, that individual is automatically removed from the Advisory Board.
- Extenuating Circumstances
If an Advisory Board Member fails to meet the above stated requirements due to extenuating circumstances, but would choose to remain on the Advisory Board, that Member may submit a written request stating the reason for the absences to the Senior Advisory Board Member. This request will in turn will be presented to the Officers at the next regular meeting for consideration. A 3/4 majority vote of the standing Board of Directors must be cast in order for that Advisory Board Member to retain full privileges or be removed. The Senior Advisory Board Member will communicate the outcome to the requesting Advisory Board Member.
- Advisory Board Member Reinstatement
An Advisory Board Member that has been removed may seek re-instatement after one year, following attendance at three (3) consecutive regular Board meetings.
Section 5: Director Emeritus
A Director Emeritus may be elected by a 2/3 vote of the board of Directors. A Director Emeritus does not require annual election, but shall retain full voting privileges and shall hold this position permanently. A Director Emeritus will not be counted as part of the maximum serving Board of Directors.
If there are no standing Directors that meet the criteria in order to become an Officer, A Director Emeritus may hold an acting Executive Board Member position pending a suitable replacement. If at the time there exists more than one (1) Director Emeritus, a majority vote of the Directors must occur to fill the vacant position.
Section 5 A: Director Emeritus Qualifications
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.
Section 6: Director Removal
Any Officer 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.
Section 6 A: Automatic Removal
If a Director has three (3) consecutive unexcused absences, that individual is automatically removed from the Board of Directors.
Section 6 B: Extenuating Circumstances
If a Director misses more than three (3) consecutive meetings due to extenuating circumstances, that Director may submit in writing the reason for the absences to the Board of Directors. A ¾ majority vote of the standing Board must be cast in order for that Director to retain full privileges or be removed.
Section 6 C: Director Return After Removal
Any Director removed from the Board may not seek re-election for one year. Any Director that has been either removed or resigned from the Board in lieu of removal may not seek re-election for one year. A hearing will be held as to the specifics of their departure before a vote can take place for their return to the organization.
ARTICLE V – DUTIES OF THE OFFICERS
Section 1: President/Vice President
President/Vice President (aka Co-Chairs): 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 may represent the Corporation at all meetings of the International Gay Pride Committees, the Southern Regional Association, and any other Pride related shows and organizations.
The title of Co-Chairs shall only be changed with a unanimous vote by the Board of Directors, will not take effect until the following fiscal year and would require a second/final vote prior to implementation.
Section 1 A: Gender Equality
It is encouraged that the Co-Chairs shall consist of one Female and one Male, as gender identified.
Section 1 B: Historian
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.
Section 2: Secretary
The Secretary is 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 may assist Co-Chairs with correspondence, and to keep current all mailing lists of the Board, maintain the official By-Laws of the Corporation; serve as Chair 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.
Section 3: Treasurer
The treasurer is to account for all of the Corporation’s funds and assets, maintain proper and up-to-date financial records, 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 July, submit for approval by the Board of Directors an annual Budget. The Treasurer must be computer literate and become proficient in QuickBooks within 2 months of accepting the position.
Section 4: Issuance of Funds
Officers shall have the right to issue funds or use personal funds (as referred to in Article VII Section 2) 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 – MEETINGS
Section 1: Governing Tools
Section 1 A: By Laws
All meetings and attendees are governed by the PSF By-Laws.
Section 1 B: Rules of Order
All PSF meetings may be conducted under Roberts Rules of Order.
Section 2: Quorum
A Quorum is required for all official meetings.
Section 2A: Quorum Definition
A Quorum is one more than half the number of voting directors.
Section 3: Regular Board 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.
Section 4: Committee Meetings
Committee meetings will be held as needed and deemed by the committee Chairperson and communicated a minimum of forty-eight (48) hours prior to that meeting.
Section 5: Special Meetings
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.
Section 6: Annual Business Meeting
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 (virtual and physical) belonging to PSF must be returned by the elections meeting held in May. The new officers will assume their positions upon June 1 of that year.
Section 7: Open to the Public
All of PSF general meetings, socials, and educational functions are open to all individuals.
ARTICLE VII – EXPENSE REIMBURSEMENT
Section 1: Reimbursement Requests
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.
Section 2: Personal Funds
If necessary, personal credit card or personal funds may be used for payment and reimbursed accordingly with Board approval or two officers excluding the purchaser.
Section 2 A: Designee
A Designee may be appointed with the approval of two officers to spend personal funds on the behalf of PSF in order to be reimbursed.
ARTICLE VIII – INDEMNIFICATION
The private property of the Incorporators, Officers and/or Directors of the Corporation cannot be used for payment of the Corporations debts in any event or to any extent whatsoever.
ARTICLE IX – PROCEDURES
Section 1: Excess Funds
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.
Section 2: Grants/Donations
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 Pride Event.
Section 3: Authority and Interpretive Rules
“Robert’s Rules of Order Newly Revised shall be adopted as the authoritative and interpretive rules of the organization subject only to the By-Laws and the resolutions of the organization as formally adopted within this structure.”
ARTICLE X DISSOLUTION
Upon the dissolution of PSF, the assets of PSF shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or corresponding section of any future federal tax code, or shall be distributed to the Federal, State or local government for public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purposes.
ARTICLE XI CONFLICT
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 those sections shall be deemed invalid.
ARTICLE XII – 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. A two-thirds majority vote in any duly called meeting of the Board of Directors where a quorum is present.
Proposed Adoption for 7/23/2013
Adopted with revisions M/DD/2013, as recorded by Tim Towey, Secretary/Treasurer PSF