BYLAWS

of the

TRIAD BUSINESS AND PROFESSIONAL GUILD

Originally Adopted August 1993

Revised and Adopted by the Membership on January 18, 2001

Revised and Adopted by the Membership on December 19, 2002

Revised and Adopted by the Membership on December 18, 2003

Revised and Adopted by the Membership on October 21, 2004

Revised and Adopted by the Membership on December 16, 2004

 

TABLE OF CONTENTS

Page No.

ARTICLE ONE – PURPOSE                                                                3

     Section 1.1 – General                                                                        3

     Section 1.2 – Specific                                                                       3 

ARTICLE TWO – MEMBERSHIP                                                         3

     Section 2.1 – Eligibility                                                                      3

     Section 2.2 – Membership Materials                                               3

     Section 2.3 – Categories                                                                  3

     Section 2.4 – Transferability                                                             3

     Section 2.5 – Dues                                                                            3

     Section 2.6 – Fiscal Year                                                                  4

     Section 2.7 – Votes                                                                           4

     Section 2.8 – Resignation and Revocation                                     4

ARTICLE THREE – MEMBERS’ MEETINGS                                     4

     Section 3.1 – Notice of Meetings                                                     4

     Section 3.2 – Place of Meetings                                                      4

     Section 3.3 – Quorum                                                                        4

ARTICLE FOUR – DIRECTORS                                                          4

     Section 4.1 – Management of the Guild                                          4

     Section 4.2 – Number, Qualification and Term of Office          5

     Section 4.3 – Membership Director                                                 5

     Section 4.4 – Newsletter Director                                                    5

     Section 4.5 – Graphics Director                                                       5

     Section 4.6 – Advertising Director                                                   5

     Section 4.7 – Public Relations Director                                      6

     Section 4.8 – At-Large Directors                                                     6

     Section 4.9 – Diversity                                                                      6

     Section 4.10 – Vacancies                                                                 6

ARTICLE FIVE – OFFICERS                                                                7

     Section 5.1 – Officers                                                                        7

     Section 5.2 – President                                                                     7

     Section 5.3 – President-Elect                                                           7

     Section 5.4 – Secretary                                                                     7

     Section 5.5 – Treasurer                                                                     7

     Section 5.6 – Treasurer-Elect                                                           7

     Section 5.7 – Vacancies                                                                        8

     Section 5.8 – Reimbursements                                                        8

ARTICLE SIX – NOMINATIONS AND ELECTIONS                           8

     Section 6.1 – Nominating Committee                                             8

     Section 6.2 – Selections                                                                   8

     Section 6.3 – Floor Nominations                                                      8

     Section 6.4 – Elections                                                                     8

ARTICLE SEVEN – AMENDMENTS                                                  9

     Section 7.1 – Amendments                                                          9

ARTICLE ONE – PURPOSE

Section 1.1 – General:

The Guild is a non-profit corporation as defined by North Carolina law and is not organized for the private gain of any person.

Section 1.2 – Specific:

The specific goals of the Guild shall be:

  • to establish and nurture a network of business and professional resources,
  • to encourage fellowship and support among business and professional persons,
  • to provide and promote positive role models in an atmosphere of equality and diversity for the gay, lesbian, bisexual and transgender community.

ARTICLE TWO – MEMBERSHIP

Section 2.1 – Eligibility:

A person shall be eligible for membership if he or she shall have made application for membership, accompanied by annual dues, and accepts the stated purposes of the Guild.

Section 2.2 – Membership Materials:

The Board of Directors shall, from time to time, adopt policies concerning the procedures for application for membership, including a form of application.  The Board of Directors shall exercise discretion in its handling of all membership materials, including membership lists.

Section 2.3 – Categories:

Categories of membership and the benefits and rights associated therewith shall be adopted by the Board of Directors from time to time.  The Board of Directors shall exercise discretion in creating and changing these categories of membership, so as to benefit the then current needs of the Guild in fulfillment of its purpose and the general welfare of the Members.

Section 2.4 – Transferability:

Memberships are not transferable.

Section 2.5 – Dues:

The annual dues shall be as determined by the Board of Directors and shall be paid annually in advance of the period for which they are assessed.  The Board of Directors may adopt sanctions for the failure to timely pay dues, including expulsion.  The Board of Directors, at their discretion, may elect to prorate dues so long as such proportion is uniformly applied.

All memberships, regardless of category, will be subject to renewal on the yearly anniversary of the date that the member last joined.  The Membership Committee will make every reasonable effort to obtain the Member’s renewal in the same or different Membership Category.  Memberships not renewed with full payment of dues by the anniversary renewal date will be dropped from the Membership List.

Section 2.6 – Fiscal Year:

The fiscal year shall commence November 1st and end in October 31st.

Section 2.7 – Votes:

Each member shall be entitled to one (1) vote on all matters for which the Members are entitled to vote.  The Board of Directors may elect to adopt special categories of membership, which have no voting rights.

Section 2.8 – Resignation and Revocation:

Any Member may, upon written notice to the Board of Directors, terminate his/her membership; no acceptance of same shall be necessary for it to be effective.  The Board of Directors may recommend to the Members the revocation of membership of any Member for just cause, such revocation to be then determined as in all other matters, upon which the Members are entitled to vote.

ARTICLE THREE – MEMBERS’ MEETINGS

Section 3.1 – Notice of Meetings:

Written notices stating the place, day and hour of the meeting, and in the case of a special meeting the purpose or purposes, for which the meeting is called, shall be given to Guild members.

Section 3.2 – Place of Meetings:

All meetings of the Members shall be held at such place within the Triad areas as the Board of Directors or the Members may from time to time select.

Section 3.3 – Quorum:

Twenty percent (20%) of the Members entitled to vote, represented in person shall constitute a quorum at any meetings of Members.

If a quorum is present, the affirmation vote of the majority of Members represented at the meeting and entitled to vote on the subject matter shall be the act of the Members.  When a quorum is once present to organize a meeting, the Members present may continue to do business at the meeting until adjournment, even though enough Members withdraw to leave less than a quorum.

ARTICLE FOUR – DIRECTORS

Section 4.1 – Management of the Guild:

Subject to these bylaws, the full and entire management of the affairs of the Guild shall be vested in the Board of Directors, which shall have and may exercise all of the powers that may be exercised or performed by the Guild.  To facilitate its management responsibilities and to assist in informing the membership, the Directors shall, from time to time, publish a set of Board Policies, subordinate to these bylaws, which reflect the then current management practices of the Guild.

Section 4.2 – Number, Qualification and Term of Office:

The business and affairs of the Guild shall be managed by a Board of Directors for the period of January 1st through December 31st of the year, which shall consist of the President, President-Elect, Secretary, Treasurer, Treasurer-Elect, Membership Director, Newsletter Director, Graphics Director, Advertising Director, Public Relations Director and three (3) At-Large Directors, all of whom shall be Members in good standing, which shall be elected by the Members in good standing.  The President-Elect shall become the President and the Treasurer-Elect shall become the Treasurer on January 1st following the first year in office.  No member shall serve more than three (3) consecutive one (1) year terms, provided however that, in the event a board member is to vacate his or her position at the conclusion of his or her final term and his or her position has not been filled at the beginning of the calendar year following his or her final term, the board member currently holding the position may continue in that position until a replacement is found and elected by the membership.

Section 4.3 – Membership Director:

The Membership Director shall be responsible for maintaining and promoting the growth of the general membership of the Guild, and shall perform such other duties and have such powers as may from time to time be prescribed to her or him by the President or the Board of Directors.

Section 4.4 – Newsletter Director:

The Newsletter Director shall be responsible for coordinating the input of articles and announcements for the Guild newsletter describing Guild activities distribution to the Members on a monthly basis in a timely manner as prescribed by the President of the Board of Directors.  The Newsletter Director shall coordinate her or his activities with the Graphics Director.  The Newsletter Director shall also perform such other duties and have other powers as may from time to time be prescribed to her or him by the President or the Board of Directors.

Section 4.5 – Graphics Director:

The Graphics Director shall be responsible for producing on a monthly basis and in a timely manner the Guild newsletter from the input of articles and announcements provided by the Newsletter Director.  Other responsibilities shall include the maintenance of various Guild forms and flyers as may from time to time be prescribed to her or him by the President or the Board of Directors.

Section 4.6 – Advertising Director:

The Advertising Director shall be the primary contact for members desiring to advertise in the Guild’s newsletter.  Other responsibilities include: coordinating the advertising in the Guild newsletter with the Newsletter Director, ensuring that a current and up-to-date “Advertising Agreement” is on file for each advertiser, soliciting new and current advertisers, and maintaining a log of advertisers.  The Advertising Director shall also perform such other duties and have powers as may from time to time be prescribed to her or him by the President or the Board of Directors.

Section 4.7 – Public Relations Director:

The Public Relations Director shall be responsible for the overall promotion of the Guild, including press releases and media contacts.  The Public Relations Director shall also perform such other duties and have powers as may from time to time be prescribed to her or him by the President or the Board of Directors.

Section 4.8 – At-Large Directors:

The At-Large Directors (3) shall be responsible for duties and responsibilities and other activities as may from time to time be prescribed to her or him by the President or the Board of Directors.

Section 4.9 – Diversity:

The Board of Directors shall maintain a balance in membership in regard to the extent possible.  The President and President-Elect, the Treasurer and Treasurer-Elect shall each be represented by both genders simultaneously, and gender balance among all Board members shall be maintained to the extent possible in Nominations and Elections (Article Six) and in filling vacancies (Article Five, Section 5.7).

Section 4.10 – Vacancies:

The Board of Directors may replace any Director who may leave the Board prior to the expiration of her/his term with gender equality maintained to the extent possible.

Section 4.11 – Board Meetings:

The Board of Directors shall meet on a regularly scheduled basis to conduct the business of managing the Guild.  A quorum is necessary for the Guild board to conduct business.  Fifty percent (50%) of the board members present shall constitute a quorum.  At least one of the officers of the Guild must be present for a board meeting to convene or continue to adjournment.  When a quorum is once present to organize a meeting, the Board may continue to do business at the meeting until adjournment, even though enough Directors withdraw to leave less than a quorum.

Section 4.12 – Proxy Vote:

Any votes which a member of the Board of Directors is entitled to cast may be cast by a proxy holder.  Such proxy must be written and signed by the voting member.  Such proxy, to be valid, must be filed with the Secretary.  The proxy must be specific as to issues upon which it may be exercised.  It must designate by name the individual or individuals who are entitled to vote under the proxy.

ARTICLE FIVE – OFFICERS

Section 5.1 – Officers:

The Officers of the Guild shall be Members in good standing and shall consist of President, President-Elect, Treasurer, Treasurer-Elect, and Secretary.

Section 5.2 – President:

The President shall be the chief executive officer of the Guild, and shall have responsibility for the general supervision of the affairs of the Guild.  He or she shall be responsible for the administration of the Guild, including general supervision of the policies of the Guild, and shall execute other contracts under the seal of the Guild pursuant to authority which may be general authority from the Board of Directors.  He or she shall preside at all meetings or the Members and Directors, and discharge the duties of a presiding officer.

Section 5.3 – President-Elect:

The President-Elect shall serve in the capacity of assisting the President in general supervision of the affairs of the Guild.  He or she shall be responsible for assisting the President in the administration of the Guild as described in Article Five, Section 5.2.  On January 1st, following the first year in office, the President-Elect shall assume the office of the President.  In the absence or disability of the President, the President-Elect shall perform the duties and exercise the powers of the President.  He or she shall perform other duties and have such powers as the President of the Board of Directors may from time to time prescribe.

Section 5.4 – Secretary:

The Secretary shall keep minutes of all meetings of the Members and Directors and have charge of the minute book, and shall perform other duties and have such powers as the President of the Board of Directors may from time to time prescribe.

Section 5.5 – Treasurer:

The Treasurer shall be charged with the management of the financial affairs of the corporation and shall have the power to recommend action concerning the Guild’s affairs to the President.  He or she shall prepare, or cause to be prepared an annual budget for the Guild, shall monitor performance thereafter, and shall supervise the expenditure of funds of the Guild.  The budget of the Guild shall be published by-annually in the newsletter and distributed to the membership.  Checks of the Guild shall be signed by two (2) officers of the Guild, one (1) of whom shall be the Treasurer or Treasurer-Elect.

Section 5.6 – Treasurer-Elect:

The Treasurer-Elect shall be charged with assisting the Treasurer with the management of the financial affairs of the corporation as described in Article Five, Section 5.5.  The Treasurer-Elect shall take direction from the Treasurer with regard to the financial affairs of the Guild.  On January 1st, following the first year in office, the Treasurer-Elect shall assume the office of the Treasurer.

Section 5.7 – Vacancies:

When a vacancy occurs in one of the executive offices by death, resignation, or otherwise, it shall be filled by the Board of Directors.  The officer so elected shall hold office until a successor is chosen and qualified.

Section 5.8 – Reimbursement:

The Officer, and all Directors, shall serve without compensation but shall be reimbursed for expenses incurred in the performance of their duties hereunder.

ARTICLE SIX – NOMINATIONS AND ELECTIONS

Section 6.1 – Nominating Committee:

No less than ninety (90) days prior to the Annual Meeting of the Guild, the President shall appoint a Nominating Committee composed of five (5) Members, two (2) of whom shall be members of the Board of Directors and three 93) of whom shall be general Members in good standing, not currently Officers or Directors.  The Nominating Committee shall elect its own Chairperson and agree within itself at the onset as to the general rules and procedures by which it shall be governed.  A majority vote shall control all decisions.

Section 6.2 – Selections:

The Nominating Committee will select one (1) person for President-Elect, one (1) person for Secretary, one (1) person for Treasurer-Elect, one (1) person for Membership Director,  one (1) person for Newsletter Director, one (1) person for Graphics Director, one (1) person for Public Relations Director, one (1) person for Advertising Director, and three (3) persons for At-Large Directors to fill the number of vacancies upcoming, maintaining gender diversity as stated in Article Four, Section 4.9.  If, for any reason, the current President-Elect is unable or unwilling to assume the office of President, or if the current Treasurer-Elect is unable or unwilling to assume the office of Treasurer, the Nominating Committee shall select one (1) person for each vacant office of President or Treasurer.  All nominations shall have been previously advised of their consideration, and shall have agreed to accept the nomination and to devote the requisite time to serving, if elected.  The report of the Nominating Committee shall be delivered, in writing, to the President and the Board of Directors no later than thirty (30) days prior to the December meeting for prompt distribution to the Members.

Section 6.3 – Floor Nominations:

Any Member in good standing may be nominated from the floor at any meeting following delivery of the Nominating Committee’s report to the President and Board of Directors.  All nominations shall have equal rights to campaign from the time of their nomination.  Campaigning for nomination as well as election shall also be permissible as is a nominee of the Nominating Committee.

Section 6.4 – Elections:

The Nominating Committee shall be provided a list of members in good standing at the commencement of the election meeting, police the voting, and otherwise supervise the election process, including allocating speaking time for the candidates.  All voting shall be by secret ballot unless no opposition for an office exists.  Each eligible voting member has one vote for each vacancy to be filled; cumulative voting shall not be permitted.  Tie votes shall be settled by an immediate written runoff between the candidates who tie.  In addition, the election of any officer which would result in the officer holding more than two (2) consecutive terms of office shall require the affirmative vote of two-thirds (2/3) of the members present and entitled to vote.

ARTICLE SEVEN – AMENDMENTS

Section 7.1 – Amendments:

These bylaws may be amended at any meeting of the Members by the affirmative vote of two-thirds (2/3) of the Members present and entitled to vote.