PositiveVOICE
Bylaws
May 12, 2008 Table of Content Article I - Name of the Corporation. Article II - Purpose. Article III - Membership Section I - Definition of a member.
Section 2 - Qualifications for Membership.
Section 3 - Roles and Responsibilities of Members.
Section 4 - Dues.
Section 5 - Termination of Membership.
Section 6 - Meetings.
Section 7 - Rule of Order.
Section 8 - Quorums. Article IV - Committees. Section 1 - Committee Definition.
Section 2 - Committee Responsibilities. Article V - Board of Directors. Section 1 - Definition of the Board of Directors.
Section 2 - Role of the Board.
Section 3 - Terms of Office.
Section 4 - Withdrawal of Board Member.
Section 5 - Resignation of a Board member.
Section 6 - Termination of a Board member.
Section 7 - Vacancies.
Section 8 - Meetings.
Section 9 - Special Meetings.
Section 10 - Annual Report.
Section 11 - Quorum.
Section 12 - Nominations. Article VI - Officers. Section 1 - Requirements of Officers.
Section 2 - Responsibilities of Officers. Article VII - Membership Lists. Section 1 - Membership List. Article VIII - Checking/Savings Accounts. Article IX - Loans. Article X - Amendments to the Bylaws. Article XI - Tie Votes. Article XII - Accounting Period/Method of Accounting. Article XIII - Liabilities. Article XIV - Annual Meeting. Section 1 - Date and Location.
Section 2 - Purpose.
Section 3 - Agenda of the Annual Meeting.
Section 4 - Elections Management.
Section 5 - Minutes. Article XV - Compensation and Earnings.
Article XVIII - Dissolution of the Corporation. Article XIX - Amendments to the Bylaws. Section 1 - Ratification. Article I – Name of the Corporation The name of this organization shall be PositiveVOICE, Inc.; herein after referred to as PositiveVOICE. Article II – Purpose The mission statement of PositiveVOICE, Inc. is to support all lesbian, gay, bisexual, transgender and questioning individuals, their families and allies through community outreach and education, as well as collaborative and social activities. Article III – Membership
Section I – Definition of a member Any individual who subscribes to the purpose and basic
policies of PositiveVOICE and whose admission will contribute to the group’s ability to fulfill its purpose shall be considered a member. There are three classes of membership: - Individual members
- Dues-paying members are those individuals who have paid current annual dues. These members are afforded full voting rights, with one vote per
individual per issue. Membership dues must be paid before the start of a business meeting to have membership privileges.
- Corporate members
- Dues-paying corporations are those companies who have paid current annual dues. They shall designate one individual to cast one vote per issue on behalf of the company.
- Complimentary members
- Complimentary members shall be any individual or group who is exempt from paying annual membership dues as determined by the Board of Directors. Complimentary members have no voting rights.
Section 2 – Qualifications for Membership Membership is open to all individuals regardless of race, creed, color, religion, national origin, sex, sexual orientation, age, physical or mental handicap, veteran status, gender identity or expression, marital status, and any other class protected by federal or state law. Section 3 – Roles and Responsibilities of Members The specific roles of PositiveVOICE members shall include: - Adopting and amending these bylaws that control the operation of this organization
- Electing a Board of Directors
- Voting on submitted issues at meetings of the membership.
- Holding the Board of
Directors accountable for policy-making decisions impacting the group.
- Attending regular and annual meetings
- Serving on various committees established by the Board
- Abiding by the decisions made by the Board of Directors and supporting the organizations goals and purpose.
- Providing feedback and suggestions to the Board and membership at regular meetings to assist them in making decisions on behalf of the organization.
- Discussing concerns with Board members and/or committees.
- Members are required to pay their annual dues in a timely manner to coincide with our fiscal year.
Section 4 – Dues Dues shall be set by the Board of Directors and shall be reviewed annually. Membership dues come due July 1 to coincide with our fiscal year. New members who join after July 1 pay half the
regular annual dues at the level of their choice. This provision is limited to new members only.) Section 5 – Termination of Membership Any member may be removed by a 2/3rd vote of the Board of Directors
at any time with just cause for making misrepresentations to the Board or for intentionally violating the bylaws. Terminations of membership may be appealed by addressing the Board of Directors for reinstatement. A 2/3rds vote by the Board of Directors is required to reinstate membership. Any member may resign from membership with written notification.
Upon resignation membership dues are not reimbursable. Section 6 – Meetings Annual Meeting The Annual Business Meeting shall be conducted in May at a time and place to be determined by the Board. Members shall be notified of the meeting 30 day prior. A quorum is required to conduct a vote at any meeting. Annual meetings are open to the general public. Program Meetings General Membership Meetings shall be conducted at least monthly nine times per year. General membership meetings may include Drop-in programs, educational programs, or social events. General membership meetings are open to the general public. Any issue upon which an action may be required shall be brought forth at the next board meeting. Section 7 – Rule of Order “Roberts Rules of Order, Revised” shall guide this organization in all cases not inconsistent with group bylaws. Section 8 – Quorums A quorum shall consist of one half plus one of all the members present. Article IV – Committees Section 1 – Committee Definition Committees shall be comprised of volunteers from the membership. The Board of Directors has the authority to approve the formation of new committees, combine committees, discontinue or suspend committees. The Chairperson of the committee shall be a dues-paying member and will be elected by the committee. A
board member will be designated to each committee in order to provide communications between the board and committee members. The organization shall have the following standing committees: the Executive Committee and the Membership Committee, and any other standing or ad hoc committees as established by the board. Each committee shall establish a charter to define their roles and responsibilities. The charters shall be approved by the board of directors and filed by the
secretary. Executive Committee is a closed committee consisting of the officers of PositiveVOICE. This committee acts as the nomination committee. Membership Committee is a committee that meets regularly to maintain and increase general membership. This committee will look at membership
levels, benefits, and recruitment. This committee is open to general membership. A board member must be the chair of the membership committee Membership may form interest groups focused on specific issues/topics with the approval of the board of directors. The board of directors may define or limit the activities of the interest group and present goals and objectives to the
group. Interest groups will follow committee responsibilities as defined below. Section 2 – Committee Responsibilities The responsibilities of each committee shall include: - Develop a charter of the committee’s definition and responsibilities.
- Keep a written summary of all meetings, including a list of all attendees present.
- Develop a plan of action and a timeframe to carry out committee business.
- Report to the Board of Directors at regular monthly Board meetings.
- Make specific recommendations to the Board of Directors.
- Submit a report to the Board of Directors in preparation of the annual meeting.
- Submit a proposed budget as requested by the Treasurer.
Article V – Board of Directors Section 1 – Definition of the Board of Directors
The governing body of PositiveVOICE is the Board of Directors which consists of four corporate officers and five at-large directors. Directors shall be elected by majority vote of the voting membership at the annual meeting each year and shall take office the first Board meeting following the annual meeting. All nine shall be elected on one ballot. Each Board member
is required to be a member in good standing. The newly elected Board shall elect, by majority vote, the four corporate officers. The President shall be a Board member from the previous year. Section 2 – Role of the Board
The role of the Board of Directors shall include the following objectives: - Determine the goals and policies of the organization and carrying them out in a timely fashion.
- Manage the financial affairs of the group in a responsible manner and following proper accounting procedures.
- Approve the creation of standing or ad hoc committees and ensure that annual objectives are established for all standing committees.
- Review reports and keeping
records to ensure the corporation is in compliance with all Federal and State statutes pertaining to corporations.
- Attend Board meetings at a predetermined place and time.
- Approve long-range commitments.
- Possess a working knowledge of the bylaws and the organization’s mission statement.
- Keep the membership fully informed of the organization's plans, problems, and accomplishments.
- Vote on actions that require Board approval.
- Serve on a committee.
- Sign and adhere to the Conflict of Interest and Code of Ethics policies.
Section 3 – Terms of Office. The term of office for the Board of Directors shall be three year. The terms of the directors shall be staggered so that approximately one-third of the directors’ terms expire each year. In the event of an uneven
staggering of terms, the Board may choose to truncate an individual’s term. There is no limit on the number of terms any director may serve. Section 4 – Withdrawal of Board Member.
A Director of the board shall be deemed to have withdrawn from the board creating a vacancy on the Board, if that Director has unexcused absences from three regularly scheduled meetings within the preceding twelve months. Section 5 – Resignation of a Board member. A Board member can resign at any time by providing a written letter of resignation to the Board of Directors. Resignations shall be effective upon receipt, unless otherwise
specified in the letter. Section 6 – Termination of a Board member Director may be removed from the board by a 2/3 vote of the other directors.
Section 7 – Vacancies Vacancies on the Board of Directors shall be filled for the
duration of the term by the majority vote of the Board of Directors present. Section 8 – Meetings. Meetings of the Board of Directors shall be held at least ten times per year. They are open to all members of PositiveVOICE. Section 9 – Special Meetings.
Special meetings may be scheduled as needed with notification to all Board members. Section 10 – Annual Report.
The Board of Directors shall prepare and present a formal printed annual report for the annual meeting highlighting the past year's events and its objectives for the upcoming year. Section 11 – Quorum. A quorum shall consist of one half plus one of all the Board of Directors. Section 12 – Nominations. Nominations for the Board of Directors shall be opened up to the time of annual meeting. Article VI - Officers. The officers of the organization shall be President, Vice-President, Secretary, and Treasurer. No Officers may be from the same household. Section 1 – Requirements of Officers. Only members in good standing are eligible to serve as officers. Section 2 – Responsibilities of Officers. - The President shall:
- Prepare the agenda and preside at all Board, annual, and special meetings.
- Represents PositiveVOICE and perform such duties as usually pertains to the office of President.
- Sign all negotiable contracts on behalf of the organization and with the approval of the Board of Directors.
- Assign duties.
- The Vice-President shall:
- Assume the role and duties of the President in his/her absence or disability.
- Perform other duties at request of President or of the Board of Directors.
- Sign all negotiable contracts on behalf of the organization
and with the approval of the board of directors.
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- The Secretary shall:
- Manage for all official correspondence.
- Receive and process applications for membership and maintain the membership list.
- Prepare and maintain minutes of all Board of Directors meetings and for the annual meeting; make copies available to the general membership.
- Maintain reference copy of these bylaws and of
the policies which incorporates all amendments properly adopted.
- The Treasurer shall:
- Prepare an annual budget.
- Keep a record of all receipts and disbursements.
- Make needed disbursements as directed by the Board of Directors.
- Prepare financial reports as determined by the Board of Directors.
- Sign all negotiable contracts on behalf of the organization and with the approval of the
board of directors.
- Maintain financial ledgers according to state and federal laws using standard accounting practices.
Article VII – Membership Lists.
PositiveVOICE shall maintain a membership. Section 1 – Membership List. Membership list shall consist of members as defined in Article III. The membership list shall be made available only to the Board of Directors of PositiveVOICE and may not be given or sold to anyone or any organization. Article VIII – Checking/Savings Accounts.
PositiveVOICE shall maintain a business checking account. It may also maintain a business savings account. Article IX – Loans. No loans shall be contracted unless approved by the Board or Directors.
Article X – Amendments to the Bylaws Proposed amendments to the bylaws must be submitted in writing by a member in good standing to the board of directors. Proposed amendments need to be discussed by the Executive Committee and
approved by the Board of Directors. Notice of the proposed amendment shall be sent, by the Secretary, to all members at least two weeks prior to the next annual business meeting by posting on our website and/or membership list. Voting members shall take action on the proposal at the next annual business meeting. A quorum of the voting members must be present to vote on a proposed amendment.
Article XI - Tie Votes. All tie votes shall be broken by the President. Article XII – Accounting Period/Method of Accounting PositiveVOICE shall operate on a calendar year and use cash basis of accounting.
Article XIII - Liabilities. No member shall have the power to incur liabilities on behalf of the group without prior approval of the Board of Directors. Article XIV - Annual Meeting. Section 1 – Date and Location. Written notice as to the time, date and place of the annual meeting will be posted 30 days in advance. Section 2 – Purpose. - Approval of the past year’s annual meeting minutes.
- Review the goals and objectives of the corporation.
- Review the budget and fiscal condition of the corporation.
- Elect the Board of Directors.
- Carry out such business, as authorized under law.
Section 3 – Agenda of the Annual Meeting. An agenda for the meeting will be presented at the meeting. Section 4 – Elections Management. Elections shall be managed by members of the board whose terms are not up for election.
Section 5 – Minutes. Every dues-paying member shall be provided with a draft of the annual meeting minutes within 30 days following the annual meeting.
Article XV – Compensation and Earnings Directors shall not be paid compensation for their services as directors; however this provision shall not be construed as prohibiting reasonable compensation to an individual who serves as a director for services
rendered to the corporation in another capacity, or to prohibit reimbursement for expenses incurred by the Director in carrying out the Corporation’s business. The corporation shall not engage in any other activities not permitted by a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code. Article XVI – Dissolution of the Corporation. Dissolution of the Corporation requires approval of two-thirds (2/3) of the directors present at a meeting at which a quorum is present and the approval of two-thirds of the votes cast by
members at a meeting at which a quorum is present. Upon dissolution of PositiveVOICE and the liquidation of its affairs, any money and/or assets remaining after payment of all obligations, shall be disposed of to an organization or organizations operated exclusively for charitable, educational, religious, or scientific purposes, and at a time qualified as an exempt organization under Section 501 (c)(3) of the Internal Revenue Code, as determined by the Board of Directors. Article XVII – Amendments to the Bylaws. Section 1 - Ratification. These Bylaws may be amended by the board of directors and may be adopted by a majority of the members present at an annual or special meeting at which a quorum is present, provided that notice is given within thirty (30) days of the meeting stating the proposed amendment, repeal or new bylaws to be considered. The foregoing is a true and correct copy of the bylaws of Positive Voice Incorporated and were adopted by the general membership on May 12, 2008. | 
