Lansing Association for Human Rights

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	Bylaws

	Mission/Purpose The Lansing Association for Human Rights strives to build strong Lesbian, Gay, Bisexual, and Transgender communities in the Lansing area by: Addressing and assisting with the needs and concerns of individuals, families, and friends Bringing together people of all ages, races, and backgrounds to celebrate our lives together By communities we mean all organizations, social networks, and identities that recognize and support Lesbian, Gay Bi-Sexual, and Transgender initiatives. Membership Membership in the Lansing Association for Human Rights (LAHR) shall be open to any individual or organization supportive of its mission/purpose without regard to religion, race, color, national origin, age, disability, gender, sexual orientation, gender expression/characteristic, height, weight, familial status, or marital status. An individual may become a voting member upon payment of an annual membership due set by the LAHR Board of Directors. An organization may designate a representative to serve as a voting member upon payment of an annual membership due set by the LAHR Board of Directors. Membership lists of the LAHR shall be kept confidential. “Confidential” means the lists must be contained in a secure location at all times, that the list may only be viewed by designated individuals approved annually by the LAHR Board of Directors and that the lists may only be used for those initiatives sanctioned by the LAHR Board of Directors . Board of Directors The Board of Directors is the governing body of the LAHR and all directors must be dues paying members of the LAHR in good standing. Directors are elected at an annual meeting of the LAHR membership. The Board shall consist of no more than sixteen (16) persons who shall serve a two (2) year term commencing on October 1 and ending on September 31. No Director shall serve more than three (3) consecutive terms providing a Director may be re-elected one (1) year after a term of service. The terms of the Board of Directors shall be staggered and no more than eight (8) Directors shall be elected in any year. If a Director resigns or is otherwise unable to serve, the President may appoint a replacement for the remainder of that Director's term. In case of a vacancy on the Board, the President shall appoint a person to fill the remainder of the term. The Board shall conduct regular business meetings throughout the year at a time and place that is convenient. A meeting scheduled shall be set by the President at the beginning of each new year and distributed to all Directors. A simple majority (fifty percent (50%) plus one) of the Directors currently serving constitutes a voting quorum. Decisions of the Board may be made through electronic voting between scheduled Board meetings with a simple majority responding via email. Regular attendance at Board meetings is a duty of each Director and any Director who fails to attend three (3) consecutive meetings without excused absences may be removed by a majority vote of the Board of Directors. Meetings of the Board of Directors shall be conducted in accordance with Robert's Rules of Order, current edition, where it is not in conflict with LAHR' By-Laws. Special meetings of the Board of Directors may be called by the President or by the concurrence of at least one-third (1/3) of the current Board of Directors. All Directors shall be notified of Special meeting at least two (2) days prior to the meeting date. Membership meetings may be called with at least 35 days notification to the LAHR membership and shall be run in the same fashion and conditions as a meeting of the Board of Directors. Officers of the Board Officers of the Board consist of President, Vice-President, Treasurer, Secretary and Information-Line Director. Officers must meet the same duties and responsibilities of Directors. Co-officers may serve and cooperatively handle the duties of a single office with consent and approval of the LAHR Board of Directors. Officers shall be elected at the first meeting of the LAHR Board of Directors held after the election of new Directors. Officers shall serve one-year terms, ending upon election of their successors. Order of succession for President shall be based upon listing in Point IV, Subpoint A of these By-Laws. In the event of a vacancy in an office other than President, the LAHR Board of Directors shall fill the vacancy by a majority vote at either the next scheduled meetings or a special meeting. Duties of Officers President Shall be LAHR Chief Executive Officer and preside over meetings of the LAHR Board of Directors. Shall set the LAHR Agenda with input of all officers. Shall serve as an ex-offico member on all LAHR Committees. Shall coordinated media contacts and act as association spokesperson. Shall set an annual schedule of Board meetings. Vice President Shall preside over meetings of the LAHR Board of Directors in the President's absence. Shall serve coordinator of LAHR Committees and serve as an ex-officio member on all LAHR Committees. Shall serve as fundraising advocate and remain well informed on all fundraising activities. Shall assist the President with other responsibilities in the administration of LAHR. Treasurer Shall be LAHR Chief Financial Officer and maintain accurate record of all revenues and expenditures. Shall report on LAHR finances at each Board of Directors meeting. Shall file appropriate documentation with the federal, state and local authorities regarding the association's non-profit status. Shall chair the LAHR Budget Committee and draft an annual budget. Shall assist the President with other responsibilities as assigned. Secretary Shall keep an accurate record of all LAHR Board of Directors, by-laws, meetings, publications, and events. Shall coordinate and publish an annual report of LAHR's status and activities. Shall maintain communication with the LAHR Newsletter Publisher and LAHR Membership Database Coordinator. Shall assist the President with other responsibilities as assigned. Information-Line Director Shall coordinate the operations of the LAHR Information-line for Lesbian, Bisexual, Gay and Transgender People. Serve as a liaison to any agency granting funds of services to the Information-line. Shall maintain record of Information-line use. Ex-Officio Members of the Board Ex-Officio Members of the Board shall be selected annually, removed and/or replaced by majority approval of the Board of Directors. LAHR Newsletter Publisher Shall coordinate the production and distribution of the LAHR newsletter. Shall delegate ad sales, layout, and other responsibilities independently of the Board, as long as activities are within the spirit of the LAHR mission. LAHR Membership Database Coordinator Shall coordinate the maintenance of the LAHR membership database Other Ex-Officio Members shall be appointed as needed. Committees Executive Committee Shall consist of the LAHR Board Officers. Shall be chaired by the LAHR Board President. Shall be empowered to act on behalf of the Board of Directors where immediate action is required, except for actions specifically requiring Board consent. Budget Committee Shall consist of any interested Director, Officer or Ex-Officio member. Shall be chaired by the LAHR Board Treasurer. Shall draft an annual budget and oversee an annual audit. Ad-Hoc Committees Ad-hoc Committees may be created by the Board of Directors. The President shall appoint members to all ad-hoc committees and a committee chair shall be selected from that membership. Committee chairs shall give regular committee activity reports to the LAHR Board Secretary and/or make presentations at LAHR Board meetings. Finances LAHR Shall follow an annual budget as drafted by the LAHR Budget Committee and approved by a majority vote of the LAHR Board of Directors. Amendments to the budget shall be approved by the Board of Directors in office for the fiscal year to which they pertain. The LAHR Treasurer shall reimburse expenditures verified by receipts or issue payment directly to providers of goods or services. The Treasurer may issue advancement toward an upcoming obligation. Payments or advancements must be paid within the set LAHR budget. If budgetary revenues fall short of expectations, the Board must amend budgetary expenses. The LAHR Treasurer may use the modified accrual method of accounting. The LAHR Treasurer shall make a final financial report for each fiscal year. Liability No Director of the LAHR Board of Directors shall be personally liable to the corporation, association or its members for monetary damages, for breach of fiduciary duty, except for this provision shall not limit or eliminate the liability of a Director for any of the following: A breach of the Directors duty of loyalty to the corporation, association or its members. Acts or omissions not in good faith or that involve intentional misconduct or knowing violation of the law. A violation of M.C.L.A Section 450.1551 (1), relating to the distribution of assets to members or making loans to Directors or employees, or any successor Section duly enacted into law. A transaction from which the Director derived an improper personal benefit. An act or omission that is grossly negligent. Amendments The follow procedure is established for the amendment of these By-Laws. A motion to amend shall be made at any Board meeting, followed by a proposed amendment being submitted to each Director and the LAHR membership being notified of said amendment. The motion to amend shall be read in full during its introduction and the next meeting of the Board. The motion shall be voted upon no earlier than two meetings after its introduction and be approved only with two-thirds (2/3) majority vote of the Directors present. Amendments to sections II, VII, IX, X and XI shall require a majority vote of those present at a membership meeting. Powers LAHR shall have all of the powers stated in, and be governed by, State of Michigan non-profit corporation law. LAHR shall remain a non-profit entity until its dissolution. Dissolution In the event of dissolution, any remaining assets will be distributed to another organization which supports the purpose of LAHR and that is exempt under Section 501(c)3 of the Internal Revenue Code.