Meet the Board of Directors
Bylaws
Article I – Identification
Section 1.01 Name.
The name of this non-profit corporation is Pride Community Center of North Central Florida (hereinafter referred to as “Pride Center”).
Article II – Purpose and Mission Statement
Section 2.01 Purpose.
The purpose of the Pride Center shall be to form an agency whose goals are:
1. To promote human care and educational and social activities directed at furthering the well-being, development, and empowerment of the LGBTQ+ community.
2. To be instrumental in promoting a better understanding regarding LGBTQ+ issues and unity within the broader community in North Central Florida.
3. To advocate for LGBTQ+ rights, protection, and equality.
4. To rent, own, or lease suitable real estate, building, and any other personal property that is deemed necessary for these purposes.
5. To develop programs and events designed to fulfill the Purpose and Mission Statement.
Section 2.02 Mission Statement.
The mission of the Pride Community Center of North Central Florida is to foster and enhance the well-being and visibility of lesbian, gay, bisexual, transgender, and queer (LGBTQ+) people and people of other gender and sexual minorities, and to promote public understanding and affirmation of people of all gender expressions and sexual orientations, inclusive of race, ethnic background, nationality, economic stability, spirituality, age, and ability. Recognizing the importance of intersectionality, we work with other marginalized groups for social justice. We are committed to providing education and resources in an open and supportive environment to eliminate prejudice and discrimination in our neighborhoods and community.
Article III – Membership
Section 3.01 Qualification.
Any person shall become an active member who:
1. Subscribes to the purposes of the Pride Center AND
2. Pays annual dues for membership or meets minimum volunteer hour requirements as determined by the Board of Directors.
Active membership is maintained by certification of the above two requirements in each calendar year. Active membership is active for 365 days after submitting payment for the membership or completing the minimum volunteer hours set forth by the Board. Individuals with an active membership are eligible to vote at the Annual Meeting and any subsequent votes by the membership. Membership shall be granted regardless of age, gender expression, race, sexual orientation, nationality, religion, culture, color, income, lifestyle, occupation, condition of health, or physical or mental ability.
Section 3.02 Resignation, Suspension, And Termination of Membership.
1. An active member may resign at any time by giving notice to the President, the Vice President, or the Secretary of the Pride Center.
2. Active membership may be suspended or terminated for just cause shown by a two-thirds (2/3) vote of the Board of Directors after not less than ten (10) days prior written notice of the proposed action and reasons therefor and an opportunity for the member to be heard, orally or in writing, not less than five (5) days before the effective date of the proposed action. Written notice shall be by first class mail to the member’s last shown address on the Pride Center’s records or through email if no mailing address in on file.
Article IV – Membership Meetings
Section 4.01 Annual Meeting.
An Annual Meeting of the membership shall be held each year in December; the date and time shall be set by the current Board and communicated as noted in Article IV, Section 4.03. The business transacted at the Annual Meeting shall include voting on nominees for open seats on the Board of Directors and the transaction of any other business to come before the membership.
Section 4.02 Special Meetings.
Special meetings of the membership may be called at any time upon proper notice by the President, by written request of any three Directors, or by written petition of at least ten percent (10%) of the current active membership of the Pride Center entitled to vote on the matter proposed to be considered. Proper notice must be provided to the Secretary stating the reason for such a meeting. The date and time of any special meeting shall be set by the current Board and communicated as noted in Article IV, Section 4.03. Only such business as is authorized in the notice issued for the meeting may be transacted at a special meeting.
Section 4.03 Notice.
Written notice of the location, date, time, and purpose of any membership meeting will be posted online in the Pride Center’s public calendar not less than ten (10) days nor more than sixty (60) days in advance of the meeting.
Section 4.04 Quorum and Voting.
1. At all meetings of the members, the active members present in-person shall constitute a quorum. However, if a matter to be voted on at any meeting is not described in the meeting notice, a quorum of at least one-third (1/3) of the active members eligible to vote on the matter is required.
2. A quorum being established, any matter placed before the membership for voting, except as otherwise provided in these bylaws, shall be carried out if approved by a simple majority vote of the active members present.
3. Every active member is entitled to one vote on any matter brought before the membership including the right to vote for each open seat on the Board of Directors.
Article V – Board of Directors
Section 5.01 Functions.
The business, property, and affairs of the Pride Center shall be managed and controlled by the Board of Directors, which shall exercise all powers of the Pride Center and take any action which is not prohibited or which is reserved to the membership (by law, by the Articles of Incorporation, or by these bylaws). It shall be the express duty of all Directors to work towards the achievement of the Purpose and Mission Statement within the restrictions of these bylaws.
Section 5.02 Composition.
The number of Directors shall be not less than ten (10) or more than twenty-four (24). Directors must maintain an active membership with the Pride Center. Any Director who ceases to be an active member of the Pride Center shall also cease to be a member of the Board and their Board position shall become vacant. The number of Directors may be increased or decreased within the limits prescribed herein by a majority vote of the Directors present at a properly called meeting of the Board.
Section 5.03 Terms.
Each Director shall serve a two-year term from January 1st to December 31st of the second year of their term. Directors elected at the Annual Meeting in December become Directors-Elect and are seated by January 1st. A Director may serve up to four consecutive terms. A Director who has served four consecutive terms may only seek reelection to the Board for a term that begins no less than two years after the end date of their last term. Directors appointed to fill a vacancy on the Board in accordance with Article V, Section 5.04 shall not be considered to have served a full term for the purposes of term limits.
Section 5.04 Vacancies.
Any vacancies in the membership of the Board, whether caused by death, resignation, removal, or otherwise, may be filled by the Board of Directors at any regular or special meetings of the Board called for that purpose. Directors so appointed shall serve until the next Annual Meeting of the membership and may be elected by the membership at the next Annual Meeting to serve a full term as defined by Article V, Section 5.03. The Board, at its discretion, may provide for soliciting nominations or securing other input from the membership before filling a vacancy.
Section 5.05 Nominations and Elections.
A Nominating Committee to nominate candidates for positions on the Board may be established at the discretion of the Board, in accordance with Article VI, Section 6.02. Nominees for Director positions shall be elected by active members of the Pride Center at the Annual Meeting of the membership via secret ballot. Candidates receiving a simple majority of the votes cast for Board members shall be elected.
Section 5.06 Resignation.
Any Director may resign by delivering written notice of resignation to the President, the Vice President, or the Secretary of the Pride Center. Such resignation shall be effective upon receipt unless otherwise provided by the terms thereof. Resignation from the Board of Directors does not automatically include resignation from active membership in the Pride Center.
Section 5.07 Removal.
Any Director may be removed from office by a two-thirds (2/3) vote of all of the Directors at a regular meeting or a special meeting called for that purpose. Such removal shall be for just cause, which shall include, but is not limited to;
1. Three (3) consecutive unexcused absences from regularly held meetings of the Board,
2. A total of five (5) unexcused absences during a term from regularly held meetings of the Board,
3. Consistent failure to discharge the duties of the office; and/or
4. Financial irregularities concerning Pride Center business.
Any Director whose removal is proposed shall be entitled to a written notice specifying the proposed removal and cause therefore at least ten (10) days prior to any meeting of the Board at which such removal shall be considered.
Any Director may be removed at a meeting of active members called expressly for that purpose, by a two-thirds (2/3) vote of the active members eligible to vote in an election of Directors as specified by Article III, Section 3.01.
Section 5.08 Meetings.
1. The Board of Directors shall meet within thirty days of the Annual Meeting for the purpose of electing officers, determining the roles and responsibilities of all Board members, and establishing a strategic plan for the upcoming term.
2. The regular business meetings of the Board shall be held at least monthly, at such time and place as may be determined by the Board. Special Board meetings may be called by the President, by written request of any three Directors, or by written petition of at least ten percent (10%) of the active membership of the Pride Center. All meetings of the Board of Directors shall be open meetings except for executive sessions for personnel or litigation matters.
3. Notice of regular and special meetings of the Board shall be given by emailing or posting on social media and website at least one (1) week before the meeting. The agenda for the meeting shall be prepared by the Secretary for distribution 72 hours prior to the meeting. All Board members are expected to submit agenda items to the Secretary seven (7) calendar days prior to the meeting. Failure to submit agenda items in a timely manner may result in their exclusion from the meeting agenda.
4. Meetings shall be conducted in accordance with the most recent edition of Robert’s Rules of Order unless the Board of Directors, by a 2/3 vote, agrees to a different method of conducting meetings, or wherein that authority conflicts with these bylaws, or any statute of the State.
Section 5.09 Quorum and Voting.
A simple majority of the filled Board positions will constitute a quorum, but in no case shall be less than one-third (1/3) of the total number of Director positions then established pursuant to these bylaws. No business will be transacted or Board decisions made without a quorum, but the Board may choose to discuss matters before the Board in the absence of a quorum. At all meetings of the Board of Directors, except as otherwise specifically required by these bylaws, all matters shall be decided by a simple majority vote of the Directors present at the meeting at which quorum is established.
Section 5.10 Business Arising Between Regularly Scheduled Meetings.
New business may occasionally arise between regularly scheduled Board meetings. A simple majority of the Executive Committee shall decide if such business requires a special meeting of the Board or may be placed on the agenda of the next regularly scheduled meeting, or if it can be discharged within the duties of the Executive Committee as defined by these bylaws.
Section 5.11 Compensation.
The Directors shall receive no compensation for their services as Directors.
Section 5.12 Requirements.
Directors must be active members, as defined by Article III, Section 3.01. Directors must be at least eighteen (18) years of age by the start of their term.
Article VI – Committees
Section 6.01 Executive Committee.
The Board of Directors may appoint from among its members an Executive Committee, which shall be subject to the control and direction of the Board. The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer, and such other members of the Board as may be deemed necessary. The Executive Committee shall possess and exercise the authority of the Board of Directors in the management of the ordinary business affairs of the Pride Center between meetings of the Board, except that the Executive Committee shall not have the authority to:
1. Appoint officers of the Pride Center or fill vacancies on the Board or the Executive Committee or Nominating Committee;
2. Obligate the Pride Center in an amount in excess of Two Hundred Dollars ($200.00) or encumber the assets of the Pride Center;
3. Approve any plan for merger or consolidation of the Pride Center, the sale, lease or mortgage or other disposition of all or substantial of the assets of the Pride Center, the dissolution of the Pride Center or any fundamental change in the character or business of the Pride Center; or
4. Enter any contracts on behalf of the Pride Center.
The Executive Committee acts for the Board of Directors in emergencies or in other situations where time factors do not permit awaiting the next regularly scheduled meeting of the Board of Directors. A summary of the business conducted at any meeting of the Executive Committee shall be reported to the full Board at the next regularly scheduled Board meeting.
Section 6.02 Nominating Committee.
As determined necessary by the Board of Directors, the Board may appoint a Nominating Committee composed of two (2) or more Directors and include at least one (1) active member in accordance with Article 3 Section 3.01 who shall serve from the date of appointment until the Board determines the committee may adjourn.
The Nominating Committee shall evaluate prospective candidates for the Board of Directors for election at the Annual Meeting. The Nominating Committee shall establish the credentials of any candidate nominated to verify that:
1. They are willing to serve as a Director if elected, and
2. They are qualified to become a Director in accordance with these bylaws.
The Nominating Committee shall give deliberate consideration to achieving diverse representation on the Board of Directors, including but not limited to diversity of age, gender expression, race, sexual orientation, nationality, religion, culture, color, income, lifestyle, occupation, condition of health, or physical or mental ability.
In the event of a vacancy on the Board, the Directors may convene a Nominating Committee to fill such vacancy. In such cases, the Nominating Committee shall nominate not less than one (1) candidate for each open position, and the Board of Directors may vote to appoint nominees in accordance with Article V, Section 5.04.
Section 6.03 Other Committees.
The President shall appoint such standing or special committees as deemed necessary to properly carry on the activities and effect the purpose of the Pride Center. Such committees shall perform as the President or the Board of Directors may direct. Any such committees may be abolished at any time by a simple majority vote of the Board of Directors.
Section 6.04 Committee Procedures.
The procedures set forth herein shall govern the operations of any committee established by these bylaws or by the Board of Directors unless otherwise provided by these bylaws.
1. The presence at any committee meeting of a simple majority of the members of that committee shall constitute a quorum for the transaction of business. At any committee meeting, all matters shall be decided by a simple majority vote of the committee members present, provided a quorum is established.
2. Notice of committee meetings shall be emailed, posted on social media or the website, or viewable to each member of the committee not less than five (5) days before the date on which the meeting is to be held. Any actions required or permitted to be taken at any committee meeting may be taken without a meeting if, prior to such action, all members of the committee consent to such action.
3. Each committee shall report briefly on its activities at the regular meetings of the Board of Directors.
Article VII – Officers
Section 7.01 Officers.
The Officers of the Pride Center shall consist of the President, Vice President, Secretary, and Treasurer of the Board of Directors. Additional Vice Presidents and one or more Assistant Secretaries and Assistant Treasurers may also be elected at the discretion of the Board of Directors.
Section 7.02 Election and Term.
The Officers of the Pride Center shall be elected by simple majority vote of the Board of Directors following the Annual Membership Meeting via secret ballot. Each Officer shall serve for a term of two (2) years. An Officer’s tenure is limited to two (2) consecutive terms for any Officer position. Once elected, they shall serve as Officers-Elect until the start of the term on January 1st. Officers shall serve from January 1st to December 31st of the following year.
Section 7.03 Resignation.
Any Officer may resign at any time by delivering a written resignation to the President, the Vice President, or the Secretary of the Pride Center. Such resignation shall be effective upon receipt unless otherwise provided by the terms thereof. Resignation from an Officer position does not automatically include resignation from the Board of Directors nor membership in the Pride Center.
Section 7.04 Removal.
Any Officer may be removed at any time, with just cause, by a two-thirds (2/3) vote of the Directors at a duly held meeting of the Board, a quorum being established. Any Officer whose removal is proposed shall be entitled to written notice specifying the proposed removal at least ten (10) days prior to any meeting of the Board of Directors at which such removal shall be considered. Removal from an Officer position does not automatically include resignation from the Board of Directors nor membership in the Pride Center.
Section 7.05 Vacancies.
Vacancy of any Officer position may be filled in accordance with the succession plan outlined in the Handbook of Policies and Procedures (Article XV).
Section 7.06 Duties of the Officers.
1. The President shall preside at all meetings of the Board of Directors of the Pride Center, may preside at all meetings of the membership, and shall have such other powers and duties not inconsistent with these bylaws as may be assigned from time to time by the Board of Directors. The President shall act as the exclusive spokesperson for the Pride Center except where the Board of Directors designates a specific spokesperson. The President is specifically tasked with the promotion and development of the Pride Center within the restrictions of these bylaws.
2. The Vice President shall possess the powers and discharge the duties of the President in the event of the President’s absence or disability and shall have such other powers and duties not inconsistent with these bylaws as may be assigned from time to time by the Board of Directors or delegated by the President. The Vice President may be a member of all committees appointed by the President or the Board of Directors and shall be responsible for building up member participation on Board committees and in the Pride Center. The Vice President shall assist the President with the promotion and development of the Pride Center within the restrictions of these bylaws.
3. The Secretary shall prepare meeting agendas under the direction of the President or Vice President, shall take minutes of all meetings of the Board of Directors and membership meetings, shall keep copies of the minutes of committees, and shall have such other powers and duties not inconsistent with these bylaws as may be assigned from time to time by the Board of Directors, including the duty to:
a. Keep corporate records;
b. Provide proper notices in accordance with these bylaws;
c. Ensure that a proper list of members is maintained;
d. Upon consultation with the Executive Committee, respond to and keep records of all official correspondence and documentation.
e. Chair governance committees
4. The Treasurer shall have the responsibility for all funds and securities for the Pride Center, shall certify the membership rolls consistent with Article III of these bylaws, and shall have such other powers and duties not inconsistent with these bylaws as may be assigned from time to time by the Board of Directors, including the duty to:
a. Oversee the financial management of the Pride Center;
b. Provide for the payment of all bills and obligations of the Pride Center as directed by the Board;
c. Keep a complete and correct account of all monies received and disbursed by the Pride Center;
d. Provide a financial statement of the Pride Center to the Board at each regularly scheduled meeting; and
e. Submit a full financial report to the members at the Annual Membership Meeting.
The Board may require the Treasurer to give a bond for the faithful discharge of their duties, the cost of which shall be borne by the Pride Center.
Section 7.07 Records.
There shall be maintained at the principal office of the Pride Center, and/or in secure cloud storage, all financial books and records of accounts; all minutes of the meetings of the Board of Directors, the membership, and Executive, Nominating, and other Committees of the Pride Center; and the list of members and copies of all other material corporate records, books, documents, and contracts. Except for the membership list and the identity of contributors, the foregoing records shall be made available at any reasonable time during usual business hours for inspection by any active member as defined by Article III, Section 3.01 or any Director of the Pride Center for any lawful and proper purpose. The membership list and identity of contributors shall be kept confidential, with the exception of the Officers, who shall have access for business purposes only. Upon leaving office, each Officer or agent of the Pride Center shall deliver to their successor or the President, in good order, such corporate monies, books, records, minutes, lists, documents, contracts, or other property of the Pride Center as have been in the custody of such Officer or agent during their term of office.
Article VIII – Financial Affairs
Section 8.01 Contracts.
1. No member of the Pride Center shall be authorized to make any contracts for or on behalf of the Pride Center, nor shall any member be authorized to obligate the Pride Center to perform under any contract or to pay any sum of money.
2. All written contracts shall require the approval of the Board of Directors and shall be executed by the President or Vice President and attested by the Secretary.
Section 8.02 Payments.
The Treasurer may issue payments for regularly occurring expenses pre-authorized by the Board. This can include but is not limited to rent or mortgage payments, utility payments, and insurance payments. The Treasurer may also issue payment for miscellaneous expenses pre-authorized by the Executive Committee or by the Board. The Executive Committee must review expenses incurred by individuals or other committees without prior authorization prior to payment issuance. If the Executive Committee authorizes reimbursement, the Treasurer may issue reimbursement to the affected party.
Section 8.03 Funds.
All funds of the Pride Center shall be deposited in the name of the Pride Center in such banks, credit unions, trust companies, or other depositories as the Board of Directors may select. All funds of the Pride Center shall be deposited in such accounts in a timely fashion.
Section 8.04 Gifts.
The Board may accept on behalf of the Pride Center any contribution, gift, bequest, or device for any purpose of the Pride Center, subject to its gift acceptance policy in the Handbook of Policies and Procedures (Article XV).
Article IX – Fiscal Year
Section 9.01 Fiscal Year.
The fiscal year of the Pride Center shall be the calendar year, January 1st to December 31st.
Article X – Amendments
Section 10.01 Amendments.
These bylaws may be altered, amended, or repealed and new bylaws adopted by a two-thirds (2/3) vote of the Board of Directors present at a meeting called for that purpose, a quorum established. Notice of any meeting to consider bylaws revisions, including the proposed changes with explanations, must be given in accordance with Article V, Section 5.08.
A detailed description of bylaw changes must be made available online for the membership within 30 days of those changes being approved by the Board of Directors.
The Board shall appoint a standing governance committee to regularly review these bylaws and ensure compliance with federal and local regulations and facilitate amendment processes.
Article XI – Prohibited Activities
Section 11.01 Prohibited Activities.
Not withstanding any other provision of these bylaws, no Director, Officer, member, employee, or agent of this Pride Center shall take any action or carry on any activity by or on behalf of the Pride Center not permitted to be taken or carried on by an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or any successor provision or provisions thereto.
Article XII – Nonpartisan Activities
Section 12.01 Nonpartisan Activities.
The Pride Center has been formed for the purpose of fulfilling the mission statement described in Article II of these bylaws and it shall be non-profit and nonpartisan. In accordance with IRS guidelines for 501(c)(3) organizations, the Pride Center cannot participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of (or in opposition to) any candidate for public office. The Pride Center may take positions on public policy issues, including issues that divide candidates in an election for public office as long as the message does not in any way favor or oppose a candidate. The Pride Center is prohibited from allocating a substantial part of its resources toward attempts to influence legislation, including actions by the United States Congress, any state legislature, any local council, or similar governing body.
Article XIII – Dedication of Assets
Section 13.01 Dedication of Assets.
The properties and assets of this non-profit corporation are irrevocably dedicated to charitable purposes. No part of the net earnings, properties, or assets of this Pride Center on dissolution or otherwise, shall inure to the benefit of any member, private individual, or Director of this Pride Center. On liquidation or dissolution, all properties, assets, and obligations shall be distributed and paid over by the Board of Directors to an organization dedicated to purposes of charitable service consistent with the purposes and mission of the Pride Center, provided such organization continues to be dedicated to the exempt purposes as specified in Internal Revenue Code section 501(c)(3).
Article XIV – Indemnification
Section 14.01 Indemnification.
Each Director or Officer, now or hereafter, serving the Pride Center shall be indemnified by the Pride Center against all costs, expenses, judgments, and liabilities, including attorney fees reasonably incurred or imposed upon them in connection with, or resulting from any action, suit, or proceeding, civil or criminal, in which they may be made a party by reason of an action alleged to have been taken or omitted by them as such Director or Officer, whether or not they are a Director or Officer at the time of incurring such costs, expenses, judgments, and liabilities, except in relation to matters in which they shall be finally adjudged, without right of further appeal, in misconduct in the performance of their duties as such Director or Officer. Such indemnification shall be made with respect to adjudications other than on the merits and shall extend to settlements and compromises. The foregoing right of indemnification shall not be exclusive of other rights to which such Directors or Officers may be entitled as a matter of law.
Article XV- Handbook of Policies and Procedures
The Board of Directors shall establish and adopt a handbook of written governance policies and procedures that clarify and codify the work processes that execute these bylaws. The policies and procedures shall set a clear and standard expectation for handling Board business.
This Handbook may be altered, amended, or repealed and new Handbook policies may be adopted by a simple majority vote of the Board of Directors present at a meeting called for that purpose with a quorum established. Notice of any meeting to consider Handbook revisions, including the proposed changes with explanations, must be given in accordance with Article V, Section 5.08 herein.
The Board shall appoint a standing governance committee of at least three Directors to regularly review Handbook policies, draft revisions and additions, and propose amendments to the Board. Individual Directors may submit proposals for Handbook amendments to the governance committee to be drafted and submitted for Board consideration.
The foregoing bylaws for the Pride Center were adopted at a meeting of the community called for that purpose on the 8th day of May 2023.