Bylaws

A California Non-Profit Public Benefit Corporation
Amended 6-7-05

ARTICLE I. NAME AND OFFICES

Section 1. Name

The Name of this organization shall be the Gay and Lesbian Alliance of the Central Coast – Serving All of San Luis Obispo and Northern Santa Barbara Counties.

Section 2. Principal Office and Place of Business

The Principal office of this corporation for the transaction of its business is located in San Luis Obispo County, California, at a place designated by the board of directors. The directors may change the location of the principal office from one location to another in said county.

Section 3. Other Offices

The corporation may also have other offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the board of directors may, from time to time, designate.

ARTICLE II: PURPOSES

Section 1. Purposes

The primary purposes of this corporation shall be:

(a) To establish a cohesive and supportive community for the gay, lesbian, bisexual, transgender population on the Central Coast of California.

(b) To promote education, awareness, and a positive image of gay men, lesbians, bisexuals and transgender people in the larger community.

ARTICLE III. BOARD OF DIRECTORS

Section 1. Number

The corporation shall have from 5 to 15 directors, with the exact number to be fixed within these limits by approval of the board of directors in the manner provided in these bylaws, and collectively they shall be known as the board of directors.

Section 2. Powers of the Board

(a) The board of directors shall exercise all powers that may be exercised by the board of directors of a California nonprofit public benefit corporation as set forth in the Non-profit Public Benefit Corporation Law of the State of California.

(b) The activities and affairs of the corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board. The board may delegate the management of the activities of the corporation to any person or persons, management company or committee, however composed, provided that the activities and affairs of the corporation shall continue to be managed and all corporate powers shall be exercised under the ultimate direction of the board.

Section 3. Election of Directors

Election of the board of directors shall be made at the annual membership meeting by a vote of the members. Any member may place names in nomination.

Directors shall be members in good standing of the corporation.

The president shall appoint a Nominating Committee of three (3) or more committee members, at least one of whom will be a director, to prepare a slate of nominees to stand for election to the board. Members serving on the Nominating Committee shall be eligible to be nominated for election.

The president shall appoint an Election Committee of three (3) or more committee members, all of whom will be members in good standing of the corporation, to count ballots and announce the results at the annual Meeting of the membership. Members of the Election Committee shall not be nominated for election.

Ballots shall be mailed to members at the address listed in the membership list. Each member will have one vote. Ballots shall be marked to prevent duplication.

Results of the election shall be announced at the annual membership meeting. A minimum of five (5) votes is required to be elected as a member of the board.

Section 4. Duties

Directors are expected to participate fully in the leadership of the corporation. If a director misses more than two (2) consecutive regular meetings of the board or more than four (4) in a twelve (12) month period without the agreement of the board, his/her continued membership on the board shall be subject to a vote of the directors. All board members shall be required to sign and abide by the Director’s Agreement incorporated herein as Appendix 1 or some similar agreement as may from time to time be so designated by the board of directors.

Section 5. Terms of Office

All directors shall serve a two-year term with a maximum of two (2) additional consecutive terms.

Section 6. Compensation

Directors shall serve without compensation except that they shall be paid reasonable advancement or reimbursement of expenses incurred in the performance of their duties as specified in Section 4 of this Article. Directors may not be compensated for rendering services to the corporation in any capacity other than director unless such other compensation is reasonable and is allowable under the provisions of Section 7 of this Article.

Section 7. Restriction Regarding Interested Directors

Notwithstanding any other provision of these bylaws, not more than twenty percent (20%) of the persons serving on the board may be interested persons. For purposes of this Section, “interested persons” means either:

(a) Any person being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full- or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director: or

(b) Any brother, sister, ancestor, descendant, domestic partner, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person. The term “in- law” shall include family members of a “domestic partner”. This section shall not be construed as relating to the provision of supplies or other items required by the corporation in its normal course of business.

Section 8. Vacancies

Vacancies on the board of directors shall exist:

(a) On the death, resignation, or removal of any director;

(b) Whenever the number of authorized directors is increased; or

The board of directors may declare vacant the office of a director who has been declared of unsound mind by an order of the court, or convicted of a felony, or been found by an order of the court to have breached any duty under Section 5230 and following of the California Nonprofit Public Benefit Corporation Law.

Section 9. Removals and Resignations

Directors may be removed without cause by a majority of the directors then in office. Any director may resign by written notice to the chairperson of the board of directors, the board of directors, or to the secretary of the corporation. No director may resign if the corporation would then be left without a single duly elected director in charge of its affairs, except upon notice to the Attorney General.

Section 10. Filling of Vacancies

Vacancies on the board may be filled by a majority of the directors then in office, whether or not less than a quorum, or by a sole remaining director. A person elected to fill a vacancy as provided in this section shall hold office until the next annual election of the board of directors or until his/her death, resignation, or removal from office.

Section 11. Non-Liability of Directors

The directors shall not be personally liable for the debts, liabilities or other obligations of the corporation.

Section 12. Indemnification of Directors

(a) The board shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any suit or other legal proceeding by reason of the fact that such person is or was a director or an agent of the corporation, against expenses, judgments, fines, settlements, and other amounts, actually and reasonably incurred in connection with such proceeding if the person acted in good faith, reasonably believing the acts to be in the best interest of the corporation and having no reason to believe the conduct unlawful. The corporation shall advance the expenses reasonably; expected to be incurred, by such agent in defending any such proceedings upon receipt of any undertaking, which, may be required by the board.

(b) The board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not his/her corporation would have the power to indemnify the agent against that liability.

ARTICLE IV. MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Regular Meetings

Regular meetings of the board shall be held monthly at a time and place to be selected by the board.

Section 2. Special Meetings

Special meetings of the board of directors may be called by the president with the approval of the officers.

Section 3. Quorum

At all meetings of the board, a simple majority of the current board shall constitute a quorum.

Section 4. Notice of Meetings

Regular meetings of the board may be held without notice. Special meetings require seventy-two (72) hours’ notice by telephone or email. Such notice shall specify the purpose, the place, day, and hour of the meeting.

Section 5. Conduct of Meetings

Meetings of the board of directors shall be presided over by the president, vice-president or by another director designated by the board. The secretary of the corporation shall act as secretary at all meetings of the board, provided that in his or her absence, the chairperson shall appoint another person to act as secretary of the meeting.

In the event of conflict, meetings shall be governed by Robert’s Rules of Order, as such rules may be revised from time to time and insofar as such rules are not inconsistent with or in conflict with these bylaws, with the articles of incorporation, or with provisions of law.

Section 6. Absentee Voting

Every director entitled to vote may do so by absentee ballot. Any absentee ballot shall be delivered in writing and filed with the secretary prior to the meeting in question.

ARTICLE V. OFFICERS

Section 1. Number of Officers

The officers of this corporation shall be President, Vice-President, Secretary, and Treasurer. No one person shall hold more than one office.

Section 2. Qualification, Election and Term of Office

Any director may serve as an officer of this corporation. Officers shall be elected as the first order of business conducted at the January meeting of the board of directors by a vote of the incoming board of directors and shall be selected from among the newly-elected and continuing directors.

Each officer shall hold office for the term of two (2) years or until he or she resigns, is removed, or is otherwise disqualified to serve. The board of directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time-to-time by the board of directors.

Section 3. Removal and Resignation

The board of directors may remove any officer at any time by a simple majority vote of the board of directors then in office. Any officer may resign at any time by giving written notice to the board, to the president, or to the secretary of the corporation.

Section 4. Vacancies

Any vacancy caused by death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the board of directors. In the event of a vacancy in any office, such vacancy may be filled by appointment of the board of directors until such time as the next regular election. Vacancies occurring in offices appointed at the discretion of the board may or may not be filled, as the board shall determine.

Section 5. Duties of Officers

(a) The president shall serve as the chair of the board, and shall preside at all regular and special meetings. The president shall be an ex-officio member of all committees. The president shall not vote except to break a tie.

(b) The vice-president shall serve in the place of the president in the absence of the president and shall perform such other duties as may be designated by the board of directors.

(c) The secretary shall maintain the corporate record book; give notice of meetings; ensure that minutes are kept of all meetings of the board of directors and the Annual Membership Meeting; and shall be responsible for board correspondence.

(d) The treasurer shall ensure that accurate financial records of the corporation, either in the original, or a duplicate thereof, are kept and maintained at the principal place of business; provide monthly financial statements to the directors; and prepare and file the corporate tax returns.

Section 6. Compensation

Officers shall serve without compensation except as permitted under the provisions of Article III, Sections 6 and 7 of these bylaws.

ARTICLE VI. COMMITTEES

Section 1. Committees

(a) Standing committees – There shall be two standing committees, the Executive Committee (chaired by the president and consisting of the officers) and the Finance Committee (chaired by the treasurer and consisting of two additional members).

(b) The board of directors may designate one or more ad hoc committees, each of which will consist of at least one committee chair and two or more committee members. Committee members may be members of the board of directors, members of the corporation, or other interested individuals. The chair of the committee selected by the committee will act as chair upon approval of the Executive Committee. The studies, findings, and recommendations of all committees will be reported to the board of directors or appointed Board Liaison for consideration and action except as otherwise ordered by the board of directors. Committees may adopt such rules for the conduct of business as are appropriate and as are consistent with these bylaws or the articles of incorporation. Any chair of a committee may be removed by the board of directors, at any time. Any chair may resign at any time by giving written notice to the board, to the president, or to the secretary of the corporation.

ARTICLE VII: PROGRAMS

Section 1. Programs

The board of directors may designate one or more programs to carry out the mission of the corporation.

Section 2. Budgets

Each Program shall strive to achieve self-sufficiency and is expected to keep within agreed budgetary parameters. Each program committee shall prepare a draft budget within forty-five (45) days from the first day of the new term. From this information the treasurer shall prepare an annual organizational budget and present it to the board at the next board meeting for discussion and adoption at the end of the 1st Quarter. The Program budgets may be revised during the course of the year; any such revisions must be recommended by the treasurer and approved by the board of directors.

ARTICLE VIII. MEMBERS

Section 1. Types of Members

There shall be four types of memberships:

(a) Student/Limited Income

(b) General

(d) Business

Any person eighteen years of age or older shall be eligible for membership upon acceptance of that person’s application by the board and payment of dues.

Section 2. Payment of Dues

(a) The board shall set the amount and manner of payment of dues. The board may waive the payment of dues for any person whose circumstances constitute a hardship.

(b) All member fees shall be used only for the administration and development of the corporation’s purposes.

ARTICLE IX. MEMBER MEETINGS

Section 1. Annual Meeting

The annual meeting of the members shall be held in October/November in each year, for the purpose of electing directors.

Section 2. Notice of Annual Meeting

Notice of the annual meetings shall be given in writing not less than fourteen (14) days before the date of the meeting and shall be sent to the member’s address appearing on the books of the corporation.

ARTICLE X: MEMBERSHIP INFORMATION

Section 1. Membership List

The corporation shall maintain a membership list of members in good standing, together with their business and/or home address, e-mail and telephone numbers. The membership list shall be available to officers and directors for use only to carry out the official business of the corporation, and shall not be made available to members or to the general public. The list shall not be sold or otherwise distributed for the private use of others.

Section 2. Membership Directory

The corporation shall publish a membership directory of members in good standing, together with their business and/or home address, e-mail and telephone numbers. Only those members who have given written consent shall be listed in the membership directory. The membership directory shall be provided to all members of the corporation.

ARTICLE XI: MISCELLANEOUS

Section 1. Execution of Instruments

The board of directors, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power on behalf of the corporation to enter into contracts, to pledge its credit, or to render the corporation liable monetarily for any purpose or in any amount.

Section 2. Checks and Notes

Except as specifically determined by the board of directors or as required by law, checks, drafts, promissory notes, orders for payment of money, and other evidence of indebtedness of the corporation shall be cosigned by two officers.

Section 3. Gifts

The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or device for the social welfare purposes of this corporation.

Section 4. Corporate Records

The corporation shall keep at its principal office correct and complete books and records of account and will also keep minutes of proceedings of its members, board of directors and committees having any of the authority of the board of directors. All books and records of the corporation shall be open to inspection by any director or member of the corporation at any reasonable time. This includes the right to copy and make extracts.

Section 5. Reports

Board and financial reports shall be made available to the members.

Section 6. Fiscal Year

The fiscal year of the corporation shall begin on the first day of January and end on the last day of December each year.

ARTICLE XII: AMENDMENT OF BYLAWS

Section 1. Amendment

Subject to any provision of law applicable to the amendment of bylaws of public benefit nonprofit corporations, these bylaws, or any of them, may be altered, amended, or repealed and new bylaws adopted by approval of the board of directors.

Section 2. Amendment of Articles of Incorporation

Amendments of the articles of incorporation may be adopted by the approval of the board of directors. However, this corporation shall not amend its articles of incorporation to alter any statement which appears in the original articles of incorporation of the names and addresses of the first directors of this corporation nor the name and address of its initial agent, except to correct an error in such statement or to delete either statement after the corporation has filed a “Statement by a Domestic Nonprofit Corporation” pursuant to Section 6210 of the California Nonprofit Corporation Law.

ARTICLE XIII. DISSOLUTION

Section 1. Corporate Assets and Profit

No director, officer, employee, or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operation of the corporation except as provided in these bylaws and fixed by the boards of directors such that the corporation may effect its purposes. No director, officer, employee, or other person connected with this corporation, or any private individual, shall be entitled to share in the distribution of, and shall not receive, any of the corporate profit or corporate assets on dissolution of the corporation.

Section 2. Disposal of Assets

Upon the dissolution of the corporation and after the payment or the provision for payment of all the liabilities of the corporation, the board of directors will dispose of all the assets of the corporation exclusively for the purposes of the corporation to organizations that are then qualified as tax-exempt organizations under section 501(c)3 of the Internal Revenue Code. Any assets not so disposed of will be disposed of by a court jurisdiction in the county of San Luis Obispo.

CERTIFICATE

I hereby certify that I am the duly elected and acting secretary of said corporation and that the foregoing is a true and correct copy of the bylaws of the corporation named in the title thereto and that such bylaws were duly adopted by the board of directors of said corporation at a meeting of the board of directors held on June 7, 2005.

Signed:

_____________________________________________
Michael Hughes, Secretary

Bylaws