Pride Voices

Proposed Bylaw Changes Jan. 2020

Jan 8th, 2020 • Indy Pride

INDY PRIDE, INC.
AMENDED AND RESTATED BYLAWS

January 2020

Article III Membership


Section 1: Qualification
Any person who subscribes to the Mission of the Corporation may become a member
upon payment of annual membership dues and completion of a membership registration.
Membership shall be granted to any person of legal age (18+) regardless of gender
identity, race, sexual orientation, nationality, religion, culture, color, income, life style,
occupation, condition of health, physical disability or other status.

Section 2: Dues
Non-Refundable dues shall be paid annually and can be set from time to time by the
members of the Board of Directors to reflect differing levels of membership.

Proposed Change:

Section 2: Dues
Non-Refundable dues shall be paid annually and can be set from time to time by the

members of the Board of Directors.


Section 3: Membership Classes
There may be more than one class of membership as determined by the members of the
Board of Directors as necessary to contribute to the growth of the Corporation. All
memberships are non-transferable and non-assignable.

Proposed Change:

Section 3: Membership Type
There may be more than one type of membership as determined by the members of the

Board of Directors as necessary to contribute to the growth of the Corporation. All
memberships are non-transferable and non-assignable.

Article V Board of Directors

Section 6: Resignation

Any Director may resign by delivering written notice of resignation to the President, to
which the President must acknowledge receipt no later than twenty four (hours). The
President shall have twenty four (24) hours to inform the members of the Board of
Directors of any Director’s intent to resign. Any Director shall then have one (1) week
to reconsider their intention to resign. Such resignation shall be effective upon approval
of meeting minutes following the date of said Director’s notice of resignation.
Resignation from the Board of Directors does not automatically include a resignation
from membership in the Corporation.

Proposed Change:

Section 6: Resignation

Any Director may resign by delivering written notice of resignation to the President, to which the President must acknowledge receipt within one week. The President shall inform the members of the Board of Directors of any Director’s resignation. Such resignation shall be effective immediately. A resignation from the Board of Directors does not automatically include a resignation from other duties not associated with their role as a member of the Board of Directors. Additionally, resignation from the Board of Directors does not automatically include a resignation from membership in the Corporation.

Section 8: Quorum and Voting
At any meeting of the members of the Board of Directors, Directors may participate by
attending and voting in person, by attending via telephone or other remote connection, or
may vote by proxy. In order to vote by proxy, a Director must deliver to the Secretary of
the Corporation a signed written statement or an email declaring that they grant to
another specified person the authority to vote on their behalf. A simple majority of the
filled Board positions will constitute a quorum. No Board decisions shall be made
without a quorum, however the Board may choose to discuss matters outside of a meeting
in the absence of quorum. At all meetings of the members of the Board of Directors,
except as otherwise specifically required by these by-laws, all matters shall be decided by
a simple majority vote of the members of the Board of Directors present at the meeting in
which quorum is established.

Proposed Change:

Section 8: Quorum and Voting
At any meeting of the members of the Board of Directors, Directors may participate by

attending and voting in person, by attending via telephone or other remote connection, or
may vote by proxy. In order to vote by proxy, a Director must deliver to the Secretary of
the Corporation a signed written statement or an email declaring that they grant to
another specified member of the Board of Directors, the authority to vote on their behalf. A simple majority of the filled Board positions will constitute a quorum. No Board decisions shall be made without a quorum, however the Board may choose to discuss matters outside of a meeting in the absence of quorum. At all meetings of the members of the Board of Directors,
except as otherwise specifically required by these by-laws, all matters shall be decided by
a simple majority vote of the members

Article VII Officers

Section 4: Removal
Any Officer may be removed from office by a two-thirds (2/3) vote of all of the Directors
present and constituting a quorum at a regular meeting or a special meeting called for that
purpose. Such removal shall be for just cause, which could include, but is not limited to;
unexcused absences from duly held meetings of the Board, consistent failure to discharge
the duties of the office, failure to follow the policies and procedures set forth by the
members of the Board of Directors, and/or financial irregularities. Any Officer whose
removal is proposed shall be entitled to written or email notice specifying the proposed
removal and cause therefore at least fourteen (14) calendar days prior to any meeting of
the Board at which such removal shall be considered. If an Officer is at any time removed
from the Board of Directors they will automatically be removed from their office.
However, removal of an Officer from their office does not automatically constitute
removal from the Board.

Proposed Change:

Section 4: Removal
Any Officer may be removed from office by a two-thirds (2/3) vote of all of the Directors

present and constituting a quorum at a regular meeting or a special meeting called for that
purpose. Such removal shall be for just cause, which could include, but is not limited to;
unexcused absences from duly held meetings of the Board, consistent failure to discharge
the duties of the office, failure to follow the policies and procedures set forth by the
members of the Board of Directors, and/or financial irregularities. Any Officer whose
removal is proposed shall be entitled to written or email notice specifying the proposed
removal and cause therefore at least fourteen (14) calendar days prior to any meeting of
the Board at which such removal shall be considered. If an Officer is at any time removed
from the Board of Directors they will automatically be removed from their office.
However, removal of an Officer from their office does not automatically constitute
removal from the Board or from other duties not associated with their office.

Article VIII Executive Director


Section 1: Recruitment and Hiring

  1. The role of Executive Director will be filled through the following process. The
    Board of Directors shall appoint from among its members an Executive Search
    Committee composed of two board members, two past board members, and two
    members in good standing.
  2. The Executive Search Committee which will recruit, interview, and present candidates to the full Board of Directors. The Board of Directors may choose candidates and present to general membership for a public interview for feedback. The Board of Directors will select a final candidate.

Proposed Change:

Article VIII Executive Director and Staff

Section 1: Recruitment and Hiring

  1. The role of Executive Director will be filled through the following process. The
    Board of Directors shall appoint from among its members an Executive Search
    Committee composed of two board members, two past board members, and two
    members in good standing.
  2. The Executive Search Committee which will recruit, interview, and present candidates to the full Board of Directors. The Board of Directors may choose candidates and present to general membership for a public interview for feedback. The Board of Directors will select a final candidate.
  3. To avoid the potential of conflicts of interest, a member of the Board of Directors must resign from the Board before consideration for any position of employment by the Corporation. IF the member is not selected for employment, the member may be eligible for the Board during the next election cycle as governed by Article V.

 

 

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