BYLAWS OF CHARLESTON PRIDE FESTIVAL, INC.
ARTICLE I: ORGANIZATION AND PURPOSE
Section 1. Name and Charter
The name of this organization shall be Charleston Pride Festival, Inc., hereinafter referred to as “CPF.” The CPF is a non-profit corporation organized under the laws of the State of South Carolina exclusively for charitable, educational and social purposes. It may hold property and hold title to property.
Section 2. Purpose
The main purpose of the CPF is to promote unity, visibility and equal rights among lesbians, gay men, bisexuals and transgendered persons and to promote a positive image throughout the Southeastern United States through community activities and services.
Section 3. Mission
The main mission of the CPF is to provide lesbians, gay men, bisexuals and transgendered persons with cultural and educational programs and activities which enhance mental and physical health, provide social support, through community activities and services, including an annual Pride event (hereinafter referred to as “Annual Pride Event”).
Section 4. Values
The CPF values the diversity of the lesbian, gay, bisexual and transgendered communities, and believes that the right to personal privacy and personal choice is fundamental to personal happiness and well being.
Section 5. Records, Minutes and Books
The CPF shall keep correct and complete books and records of account; keep minutes of the proceedings of the Board of Directors and of committees having any of the authority of the Board of Directors; and keep at its registered or principal office a record of the names, addresses, and telephone numbers of the Board of Directors.
Section 6. Governing Instruments
The CPF shall be governed by its Articles of Incorporation and its Bylaws. These Bylaws shall become effective upon passage and adoption by the Membership. All meetings of the CPF will be conducted using modified Robert's Rules of Order.
ARTICLE II: MEMBERSHIP
The CPF shall be comprised of:
1. The CPF Executive Board, which shall have responsibility for the management and legal policies of the CPF; and
2. The CPF Board of Directors, whose directors shall be appointed by the Executive Board, which shall have responsibility for the logistical planning and implementation of all CPF Festival events; and
3. The CPF Pride Committee, which includes the Executive Board, the Board of Directors, the Director of Finance and additional staff as required, shall provide direction,
leadership, insight, and support to the CPF.
ARTICLE III: DIRECTORS
Section 1. Board of Directors
The Board of Directors shall have supervision, control, and direction of the management, affairs, and property of the CPF; shall determine its policies or changes therein; supervise the disbursement of its funds; and shall actively prosecute its purposes and objectives. The Board of Directors may adopt by majority vote such rules and regulations for the conduct of its business and the business of the CPF as shall be deemed advisable, provided that such rules and policies do not conflict with any provisions of these bylaws. Such rules, policies and procedures shall be known and designated as the CPF Policies & Procedures. The Board of Directors shall be responsible for creating and implementing such staffing arrangements as required.
Section 2. Composition
The CPF shall be governed by a Board of Directors comprised of at least (5) six and no more than nine (8) members, to include the, Chair, Two Executive Vice Chairs, Secretary and at-large members.
Board members shall serve without compensation. The members of the Board of Directors shall, as much as possible, reflect the diversity within the lesbian, gay, bisexual, and transgendered community.
Section 3. Terms of Office
Members of the Board of Directors shall serve in office for a term of one (1) year from the date of their election until the next election of the Board of directors. The CPF shall hold nominations and elections for board members within 60 days after the festival weekend. New Board members appointed after the Board election shall begin their terms at the next board meeting held after such appointment and shall serve until the expiration of the term such person shall have been elected or appointed to fill.
Section 4. Elections and Appointments to the Board of Directors
Annual elections for the Executive shall take place at the Annual Meeting of the CPF. Nominees for positions on the Board of Directors shall be presented by the Nominating & Review Committee to be voted upon by the current members of the CPF Board of Directors and Chairs and/or Co-Chairs of the Festival Committee. Voting Eligibility shall be determined based on the member’s participation in the most preceding Charleston Pride Festival. The majority of members present shall determine the vote. Requirements for eligibility to be considered for Board Election or Appointment shall be as follows: Prospective new members to the Board of Directors may be invited to interview with the Nominating and Review Committee through direct application to the CPF, nomination by a current Board Member, Festival Committee Chair/Co-Chair, or Staff member. The prospective board member will be required to make written application, providing a current separate resume, and shall be interviewed by the Nominating and Review Committee, in addition to a separate interview by one or both of the Executive Director and Festival Director. The Nominating and Review Committee shall make a recommendation to the entire Board of Directors whether to submit the prospective applicant’s name to ballot vote at the Annual Meeting, or to recommend that such prospective board member be appointed in order to fill an un-expired open Board position. Prospective Board Members placed on the Annual Meeting Election Ballot shall be voted on by the Existing Board Members andChairs and or Co-Chairs of the Festival Committee. Votes shall be made in person and not subject to proxy. All incumbent and eligible prospective Board Members shall be placed on a single ballot and shall be elected by simple majority, thus the highest vote recipients shall fill the seats up for election. In the event there are fewer candidates than open board seats, the prospective board member must receive a minimum of fifty percent (50%) of the total votes cast in order to be elected. In the event of tie, the participants involved in the tie shall be subject to a second vote by the electorate by separate ballot. Incumbent members of the Board shall not be subject to the reapplication procedure in order to run for their incumbent position.
Section 5. Vacancies
Vacancies occurring in the Board membership may be left unfilled until successors are elected by the Members at the next CPF Annual meeting or may be appointed by the Board to complete the balance of any unexpired term. Appointees to the Board must submit to a review by the Board before taking office. All other vacancies within the organization shall be filled in the manner described for that office.
Section 6. Meetings
The Board shall meet on a quarterly basis with such meetings to be scheduled by the Board of Directors, unless a majority of the Board shall agree otherwise. Special meetings of the Board of Directors may be called at any time by the Chair or Vice-Chairs or by any two Directors.
Section 6.1 Notice
All Directors shall be given at least 10 (ten) and no more than 50 (fifty) days notice of meetings and at least
2 (two) and no more than 50 (fifty) day’s notice of special meetings. Notice of meetings may be given
personally or by first class mail, telephone, telegram, cablegram, telex, electronic mail or facsimile
transmission and shall be deemed given when mailed or when the telegram, cablegram, telephone, telex or
facsimile transmission is sent, addressed to the Director at her or his business or residence address. Neither
the business to be transacted nor the purpose of any meeting of the Board need be specified in the notice (or
waiver of notice) of such meeting except in the following cases: the removal or election of Directors; the
removal or election of officers; amendments to the Bylaws; or amendments to the Articles of Incorporation.
Notice of any such meeting or of the purpose of a special meeting may be waived by an instrument in
writing.
Section 6.2 Attendance
To maintain voting eligibility, a member of the Board of Directors must attend four (4) Board of Directors
meetings in a calendar year. In circumstances where a board member is unable to attend such mandatory
meeting in person, attendance shall be permitted by telephone conference call with the approval of the
Board of Directors. For purposes of computing compliance, the calendar year begins in October and runs
through September. Notification of any planned absence must be made to an Officer of the Board in
advance in order to be considered excused. Emergency absences that preclude advance notice must be made
to an Officer of the Board, no later than one week after the scheduled meeting. Failure to make notification
of absences may result in removal from the Board. Board members are required to attend the Annual
Membership meeting of the CPF and participate and attend the Annual Pride Event to remain in good
standing. Any Director missing two (2) meetings without prior notice of and excuse by the Chair of the
Board shall be removed from their position as a Director on the Board of Directors of the CPF upon motion
and majority approval at any following board of directors meeting..
Section 6.3 Waiver
Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting and waiver of any
and all objections to the place of the meeting, the time of the meeting, the manner in which it has been
called or convened, and of notice of the purpose of the meeting, except when a director states, at the
beginning of the meeting, any such objection or objections to the transaction of business.
Section 7. Quorum
A quorum for the transaction of any business shall be defined as a majority of the Directors then in office. If a quorum is present and except as otherwise specifically provided in the Articles of Incorporation or by these Bylaws, the Board of Directors may act upon a majority vote of the Directors present at the meeting. Every Director shall have 1 (one) vote.
Section 8. Committees
The Board of Directors may establish and maintain the following committees:
The Executive Committee: Comprised of the following voting members: Chair, Vice-Chair of Finance, Vice-Chair of Outreach and Secretary of the Board of Directors, and Executive Director. Legal Counsel, Festival Director and Director of Finance shall serve in an ex-officio capacity. Standing Committees of the CPF shall include Nominating and Review Committee. The time frame of the Standing Committees will be set by theExecutive Committee. Ad hoc Committees: To be created and dissolved as necessary.
Section 9. Actions by Directors Without a Meeting
Any action required to be taken at a meeting of the Board of Directors, or any action that may be taken at a meeting of the Board of Directors, may be taken without a meeting if prior consent in writing, setting forth the action so taken, shall be signed by all the Directors. The written consent shall be filed with the minutes of the proceedings of the Board of Directors. All reasonable attempts shall be made by the Board Secretary to contact each Board member and obtain a written vote. A quorum of the Board members must affirmatively vote in writing for the action to be carried out.
Section 10. Telephone and Similar Meetings
Members of the Board or any committee thereof may participate in any meeting of the Board or any committee thereof by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.
Section 11. Inspection of Books and Records
Every Board member shall have absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the CPF. This inspection by a Board member may be made in person or by an agent or attorney, with the right to copy and make extracts of documents.
Section 12. Compensation
The Directors of this CPF shall receive no compensation for their services as Directors. By resolution of the Board of Directors, either specific and limited or general and continuing, reasonable travel, hotel and other expenses may be allowed for attending and returning from any meeting of the Board or for attending and returning from any meeting of the Executive or any other Committees or in connection with the affairs of the CPF. A Director may not serve on the staff of the CPF.
Section 13. Insurance
The Board may elect to secure insurance against any and all claims and liabilities to which such Board member may become subject by reason of her or his having heretofore or hereafter been a member of the Board of Directors of CPF
Section 14. Removal
The Board of Directors, a quorum being present, may by a two-thirds (2/3) vote remove a Director from the Board for cause, provided that written notice has been mailed or delivered to such Director’s last known mailing or residence address at least ten (10) days prior to any Board meeting on which such Director’s removal shall be voted upon. Any such Director shall be afforded an opportunity to be heard at the meeting upon which such Director’s removal shall be voted.
Section 15. Financial Reporting
The Board of Directors of the CPF shall publish a preliminary financial report of the Annual Pride Event within sixty (60) days after the event Financial statements shall be prepared within one (1) month of the fiscal year end.
ARTICLE IV: OFFICERS and STAFF
Section 1. Officers
The Board of Directors shall elect the officers of the CPF. The officers shall be the Chair of the Board, Vice Chair of Finance, Vice Chair of Outreach, and Secretary. Such election shall be as directed by Article II, Section 3.1
Section 1.1 Chair of the Board
The Chair of the Board shall, subject to the control of the Board, have specific responsibilities as stated by
the Board of Directors and as may be outlined by the Policy and Procedure manual.
Section 1. 2 Vice Chairs of Finance and Outreach
The Vice Chairs of Finance and Outreach shall be of equal power and different gender. The Vice Chairs of
Finance and Outreach shall, subject to the control of the Board, have specific responsibilities as stated by
the Board of Directors and as may be outlined by the Policy and Procedure manual.
Section 1. 3 Secretary
The Secretary shall, subject to the control of the Board, have responsibility for keeping minutes of meetings
of the Board of Directors, maintaining the records of the CPF and such other specific responsibilities as
designated by the Board of Directors or as may be outlined by the Policy and Procedure manual.
Section 1. 4 Treasurer
The Treasurer shall, subject to the control of the Board, have responsibility for keeping records of financial
dealings and obligations of the CPF, maintain a running record of financial responsibilities of CPF,
and provide to the Board statements on the financial wellbeing of CPF.
Section 2. Compensation
No officer shall for any reason be entitled to receive any salary or compensation for the performance of her/his duties but nothing herein shall be construed to prevent an officer or director from receiving any compensation for the CPF for duties other than that of Director
Section 3. Debt Limit
No officer and/or staff of the CPF shall be authorized to incur debts on behalf of the CPF without prior approval of a majority of the Executive Committee.
ARTICLE V. MEETING SCHEDULE
Section 1 Annual Meeting
The Annual meeting shall be designated as the “CPF Annual Meeting” and, shall include a financial report of the previous fiscal year. The CPF shall notify the members of the CPF Board of Directors and Festival Committee Chair/Co-Chairs of the place, date, and time of the CPF Annual Meeting not less than thirty (30) days and not more than sixty (60) days prior to the meeting date; such notice shall include a description of the matters to be discussed.
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ARTICLE VI: FESTIVAL COMMITTEE MEMBERSHIP
Any person desiring to be considered for appointment as a Chair/Co-Chair with the CPF Festival Committee shall submit a resume and make written application to the CPF Board If such positions are open, the Board shall consider the relevant applicants for such positions and determine which applicants shall be invited to interview with the Board. Appointments shall be for one (1) year terms, and may be renewed annually.
ARTICLE VII: AMENDMENTS
Section 1. Articles
The Articles of Incorporation may be altered, amended, or added to by the affirmative vote of not less than 2/3 (twothirds) of the Board of Directors.
Section 2. Bylaws
These bylaws may be altered, amended, repealed, or added to by the affirmative vote of not less than two-thirds (2/3) of the CPF Board of Directors and Standing Chairs/Co-Chairs of the Festival Committee present at any quarterly or special meeting. The CPF shall notify the CPF Membership of the place, date, and time of any meeting that will affect the bylaws of the CPF no less than thirty (30) nor more than sixty (60) days before the date of such meeting. Notice of such meeting shall include a description of the bylaw by section and number to be voted upon. Such vote shall be made by persons present and shall not be subject to vote by proxy.
ARTICLE VII: DISSOLUTION
Section 1. Dissolution
Upon the dissolution of the CPF, the assets of the CPF shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or corresponding section of any future federal tax code, or shall be distributed to the Federal, State or local government for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purposes.