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Bylaws of Kansas Equality Coalition of Lawrence, Inc. Article 1: Identification
Section 1: Name and Primary Office Location
The name of this organization shall be Kansas Equality Coalition of Lawrence, Inc. (hereinafter referred to as this Chapter/the Chapter). The principal office of this Chapter shall be in Douglas County, Kansas. Section 2: Mission
Our mission is to end discrimination based on sexual orientation and gender identity/expression and to ensure the dignity, safety and legal equality of all Kansans.
Section 3: Diversity
Kansas Equality Coalition views diversity as a core value. We welcome and appreciate the wide range of human abilities and differences, including race, gender, gender identity/expression, age, ability, religion, culture, sexual orientation, ethnicity, national origin, and socio-economic status. We will adopt a pluralistic framework in the development and delivery of our trainings, educational materials and programming, and political activism. We will reach out to all Kansans to ensure that our Board of Directors, chapters, and general membership are reflective of the diversity of the communities in which we live.
Section 4: Relationship to Kansas Equality Coalition, Inc.
Chapter Status - This Chapter shall be a fully integrated chapter of Kansas Equality Coalition, Inc. (hereinafter referred to as State Board), and shall enjoy all the rights and responsibilities thereof.
Bylaws - This Chapter shall be subject to the bylaws of the State Board, a copy of which is attached. The bylaws of the State Board are part and parcel of these bylaws, as if reiterated herein.
Expenditures Of Budgeted Monies From The State Board - Monies given to this chapter by the State Board may only be spent as budgeted.
Section 5: Not-for-Profit Status
The mission, activities, and policies of this Chapter shall be consistent with those set forth in Section 501(c)(4) of the Internal Revenue Code.
Article 2: Membership
Section 1: Individual Membership
Membership and participation in this Chapter shall be free from discrimination on the basis of race, gender, gender identity/expression, age, ability, religion, culture, sexual orientation, ethnicity, national origin, socio-economic status, or political affiliation.
All individual members of this Chapter shall reside, for the major part of the year, in the region represented by this chapter. Individuals residing in regions without chapter representation shall be assigned to the chapter nearest their residence.
Membership is open to all who choose to join. Members in good standing will support the mission of this Chapter and are current in their dues.
Section 2: Dues
Annual membership dues shall be determined by the State Board, and are payable to the chapter to which the member belongs.
Section 3: Privileges
All members in good standing may vote. Members may serve as Officers and Members of the Board except where limited herein. All members may serve on Committees as regular members. All members may attend and participate in all functions, meetings and programs of the Chapter.
Section 4: Meetings
Meetings of the membership shall be held as needed, or by written petition of at least 100% of the membership. Meetings can be either for determining the business of the organization; for educational purposes; or for support of the organization's members. Meeting times and places are to be determined by the Board of Directors.
Section 5: Annual Meeting
The chapter shall meet annually, in February, at a time, place and date determined by the Board. The purpose of the meeting is to elect members of the Board of Directors, to conduct other such business as may properly come before the membership and to provide information to the membership regarding the actions and activities of the organization during the preceding year. Notice of the meeting shall be given at least thirty (30) days prior to its convening and shall specify the place, the day and the hour of such meeting. Notice shall be given in writing either electronically or via postal service.
Section 6: Removal of Members
Chapter members may be removed only for cause, and only by the board of the chapter to which they belong, in accordance with their chapter bylaws. Cause is limited to:
Article 3: Board of Directors
Section 1: General Powers
The powers, duties, and functions of the Chapter shall be exercised by the Board of Directors.
Section 2: Composition
The Board of Directors shall be composed, at a minimum, of a Chair and Treasurer.
Each director shall be a member in good standing of this chapter.
Members of the Board of Directors must be residents of the State of Kansas.
Section 3: Election
Directors shall be elected by a majority vote of the members in good standing of the Chapter. Votes will be tallied at the Annual Meeting.
Section 4: Vacancies
Vacancies on the Board of Directors shall be filled for the remainder of the given term by a majority vote of the board.
Section 5: Meetings of the Board
The Board of Directors shall meet a minimum of six (6) times a year and may be attended by teleconference. A quorum for the transaction of business at any meeting of The Board of Directors shall be one member more than half the total membership of the Board. A quorum is required before a Board meeting may take place in which official transactions are undertaken.
Meetings of the Board of Directors will be conducted as specified in the Rules of Governance.
Section 6: Removal from Office
Removal by the Board of Directors - A Director may be removed by a majority vote of the Board of Directors, and only for:
Article 4: Records and Reports
Section 1: Maintenance and Inspection of Articles and Bylaws
The Chapter shall maintain the original Bylaws and Rules of Governance and a copy of the Bylaws and Rules of Governance as amended to date. Members are to be furnished with a copy of the Articles and Bylaws as amended to date upon joining the Chapter, and upon request of the member. The Bylaws and Rules of Governance as amended to date shall be posted to the chapter website.
Section 2: Maintenance and Inspection of Other Corporate Records
The minutes and accounting records shall be open to inspection on written demand by any member of this chapter or member of State Board, upon written request of any member and within a reasonable period of time, for a purpose reasonably related to the member's interest as a member. These rights of inspection do not extend to the membership records of the Chapter.
Section 3: Inspection by Chapter and State Board Members
Upon written request, the financial records and written minutes of the chapter shall be open to the inspection of the State Board.
Article 5: Committees
Section 1: Executive Committee
Composition - The Executive Committee shall consist of the officers of the board as defined by the Rules of Governance, and the representatives to the State Board.
Duties - The Executive Committee shall administer or cause to be administered the ordinary and necessary business of the Chapter, and shall be responsible for such duties as required or empowered by the Board.
Record Keeping - The Executive Committee shall cause to be recorded, and all members of the Board kept promptly and fully informed of, all actions taken by it.
Section 2: Chapter Ad-Hoc Committees
Formation / Dissolution - Ad-Hoc committees may be formed and/or dissolved by a majority vote of the board of directors. Upon formation, the board will state the purpose for such committee and define such committee guidelines as the board deems necessary.
Officer Selection - Ad-hoc committee chairs and vice chairs shall be appointed by the board of directors.
Article 6: Conflicts of Interest
In connection with any actual or possible conflicts of interest, an interested person must disclose the existence of his or her financial or organizational interest, and all material facts, to the directors and members of committees with board delegated powers considering the proposed transaction or arrangement.
Article 7: Confidentiality
This Chapter shall share membership information with other integrated chapters of the Kansas Equality Coalition and with the State Board, but shall not otherwise sell or make individually identifiable membership information available to any other group or party without the written consent of the member.
Article 8: Contracts and Expenditures
Section 1: Budgetary Authority
Board members, as chairs of their respective ad-hoc committees, have the authority to expend funds for budgeted and funded purposes approved by the Board.
Section 2: Obligations of the Chapter
A majority vote of, and only of, the Board of Directors may commit this chapter to contracts and contractual obligations; however, a unanimous vote of the Executive Committee may serve to veto any obligation approved by the Board of Directors.
Section 3: Miscellaneous Expenditures
One-time expenditures under $ may be approved by any Board Member and Executive Member together. All other expenditures, including all recurring expenses, require Board approval.
Article 9: Suspension / Amendment of the Bylaws
Suspension or amendments to these bylaws are governed by the State Board.
Article 10: Dissolution
Upon the dissolution of the Chapter, the Board of Directors of the Chapter, after paying or providing for the payment of all liabilities of the Chapter, shall relinquish all assets to Kansas Equality Coalition, Inc.
Model Approved by State Board: 1/10/2006 Adopted by Chapter 0 Rules of Governance Article 1: Annual Meeting
The Annual Meeting shall be held in the month of February each year, at a place to be determined by the Board of Directors. At the Annual Meeting elections for the chapter's Board of Directors shall occur, or the results of said elections shall be announced.
Article 2: Regular Meetings
A. A minimum of 1 regular meeting of the membership shall be held each year. Meetings can be either for determining the business of the organization; for educational purposes; or for support of the organization's members. Meeting times and places are to be determined by the Board of Directors. All regular business meetings are open to the general public.B. The membership shall be informed of all meetings conducted by the chapter. Members shall be notified by email and by posting on the KEC, Inc., website. C. Meetings will generally conform to Robert's Rules of Order. D. Minutes shall be taken at all official business meetings of the chapter. Minutes shall be made available to the membership. Minutes shall be distributed to the membership by email and by posting on the KEC, Inc., website. Article 3: Board of Directors
Section 1: Members and Terms of Office
A. The board of directors shall be composed of a number of positions as defined and elected by the general membership, not to be less than six, including the Chair, Vice-Chair, Secretary, Treasurer, and two At-Large Representatives.
B. The term of office shall be twp years. C. The board of directors shall caused to be created and vote to approve a position description for each director. D. The board of directors shall designate the Chapters representatives to the State Board. E. The Chapter Chair shall have the power to designate a replacement representative to the State board when a designated representative is unable to attend. Section 2: Officers
A. Chair: The Chair shall preside at meetings of the Board and all meetings of the Membership, and generally supervise, direct, and control the business and the officers of the Board.
B. Vice-chair: In the absence or disability of the Chair, the Vice-chair shall perform all the duties of the Chair and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chair. C. Past Chair: The Past Chair shall attend board meetings to ensure continuity. D. Secretary: The secretary shall be responsible for all tasks customarily the responsibility of such office, including but not limited to: maintaining all organizational minutes, maintaining records of attendance at all official meetings, maintaining membership records, to give or cause to be given notice of all meetings as required by the bylaws, and other such duties as prescribed by the board of directors and these bylaws. E. Treasurer: The Treasurer shall collect and disburse the funds of the organization and maintain all financial records, including but not limited to: maintaining records of all money received and expended for the use of the corporation, depositing and withdrawing money from the approved bank account(s) of the corporation, providing an accounting of the fiscal activity of the corporation at regularly scheduled meetings, responding to all official board and governmental requests for reporting of fiscal information, maintaining records of the assets and liabilities of the corporation, and other such duties as prescribed by the board of directors and these bylaws. Treasurer shall make an annual financial report to the membership at the Annual Meeting. Section 3: Minutes
Minutes of any meetings the Executive Committee holds and a record of its actions shall be reported to the Board of Directors and shall be made available to the members of Kansas Equal Coalition of Lawrence/Douglas County online.
Article 4: Elections
Elections shall be conducted in accordance with Robert's Rules of Order at the Annual Meeting.
Section 1: Nominating Committee
The Nominating Committee shall consist of the Board of Directors or their designees. By two weeks prior to the Annual Meeting, the Nominating Committee shall provide a slate for the follwoing election consisting of one or more candidates to replace those officers whose terms are expiring. Elections shall be held at the Annual Meeting in February.
Section 2: Presentation of Candidate Slate
At least one week before the election,the chair of the board of directors shall present the slate to the membership. Additional nominations may be made from the floor at the time of the election.
Section 3: Election Process
Voting shall take place at the Annual Meeting. Any member can request a secret ballot. Eligibility is restricted to members who have paid their dues. The Membership Chair will bring a list of members to the election.
Section 4: Ballot Counting
In the event of a secret ballot completed ballots shall be returned to the Chair. Two board members not standing for election shall count the votes.
Article 5: Committees
Section 1: Chapter Ad-Hoc Committees
Ad-Hoc Committees may be created, for a variety of purposes, by a majority vote of the Board of Directors.
Section 2: Committee Duration
Ad-Hoc Committees shall exit until dissolved by a majority vote of the Board of Directors.
Section 3: Committee Officers
Ad-Hoc ommittee chairs and vice chairs shall be appointed by the Board of Directors.
Section 4: Mettings and Quorums
Meetings of Ad-Hoc Committees will meet at times and places as determined by a general consensus of the committee members, and may be attended via teleconference. A quorum shall be a majority of serving committee members.
Section 5: Removal of Ad-Hoc Committee Members
Ad-Hoc Committee members may be removed by a vote of the Board of Directors.
Article 6: Proxy Votes
A member in good standing unable to attend the Annual, general or special membership meeting may designate in writing a member in good standing as his/her proxy. The written authorization for which the proxy is given must be clearly stated, and must clearly state the member's position on the general question.
Article 7: Organizational Memberships
Organizations may join the local chapter without charge.
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