Tamára Perry-Lunardo – Co-President
James Brown – Secretary
Linda Bassham – Treasurer
Kane Barr – Director
Shanti Cruz-Perez – Director
Debbie Lewis – Director
Walia Moffett – Director
Fred Pratt – Board Member Emeritus
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 “Community Center”).
Section 1.02 Principal Office.
The principal office of the Community Center is P.O. Box 5383 in the city of Gainesville, State of Florida, 32627.
Article II – Purpose and Mission Statement
Section 2.01 Purpose.
The purpose of the Community Center shall be to form an agency whose goals are:
- To promote human care, educational and social activities directed at furthering the well being and development of the transgendered, bisexual, lesbian and gay community and people with related concerns.
- To be instrumental in promoting a better understanding and unity within the community and in the North Central Florida geographical region.
- To rent, own, or lease suitable real estate, buildings and any other personal property that is deemed necessary for these purposes.
- To develop educational and charitable 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 promote public understanding and acceptance of people of all gender expression or sexual orientation, regardless of race, ethnic background, nationality, spirituality, age or abilities. The center is created to foster and enhance the well being, unity and visibility of transgendered, bisexual, lesbian, and gay persons and people with related concerns. We are committed to provide the community with education and resources with an open and supportive environment to eliminate prejudice and discrimination in our neighborhoods.
Article III – Membership
Section 3.01 Qualification.
Any person shall become a member who:
- Subscribes to the purposes of the Community Center AND
- In the calendar year preceding the Annual Meeting provides volunteer service OR pays annual dues as set by the Board of Directors.
Qualification for membership must be completed by the end of the fiscal year and certified one full month prior to the Annual Meeting for purposes of establishing voting eligibility at that and subsequent meetings. Membership is maintained by certification of the above two requirements in each calendar year.
Membership shall be granted regardless of age, gender expression, race, sexual orientation, nationality, religion, culture, color, income, life style, occupation, condition of health, or physical or mental challenge.
No part of the net earnings, properties or assets of this Community Center on dissolution or otherwise, shall inure to the benefit of any member.
Section 3.02 Honorary Memberships.
Honorary membership may be awarded by a two-thirds (2/3) vote of the Board of Directors to any person or organization. An Honorary Member shall be entitled to all the privileges of membership except making motions, voting or holding office in the Community Center.
Section 3.03 Resignation, Suspension And Termination Of Membership.
- A member may resign at any time by giving notice to either of the Co-Presidents or Secretary of the Community Center.
- Membership may be suspended or terminated for good cause shown by two-thirds (2/3) vote of the Board of Directors after not less than fifteen (15) days prior written notice of the proposed action and reasons therefore 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 Community Center’s records.
Article IV – Membership Meetings
Section 4.01 Annual Meeting.
An Annual Meeting of the members for the election of the Directors and transaction of other business to come before the membership shall be held each year in the month of February. Date and time shall be set by the current board and communicated as noted in Article IV, Section 4.03.
Section 4.02 Special Meetings.
Special meetings of the membership may be called at any time upon proper notice by either of the two Co-Presidents, by written request of any three Directors, or by written petition of at least ten percent (10%) of the current membership of the Community Center entitled to vote on the matter proposed to be considered, who shall so notify the Secretary stating the reason for such a meeting. 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 and time of any membership meeting (including the Annual Meeting) and the reason for any special membership meeting, will be sent by electronic mail or U.S. Mail to each current member at their last known electronic or mailing address not less than ten (10) days nor more than sixty (60) days in advance of the meeting. Any member may waive his or her right to be notified of meetings by providing a written request to the Secretary of the Board.
Section 4.04 Quorum And Voting.
- At all meetings of the members, whether special or Annual, the 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 members eligible to vote on the matter is required.
- Quorum being established, any matter placed before the membership for voting, except as otherwise provided in these bylaws, shall be carried if approved by majority vote of the members present.
- Every member, except for an honorary member, is entitled to one vote on any matter brought before the membership including the right to vote for each seat on the Board of Directors up for election.
Article V – Board Of Directors
Section 5.01 Functions.
The business, property and affairs of the Community Center shall be managed and controlled by the Board of Directors, which shall exercise all powers of the Community 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 be members of the Community Center. Any Director who ceases to be a member of the Community Center shall also cease to be a member of the Board and their Board position shall become vacant. The number of Directors will normally be set at the Directors’ Annual Meeting. 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 one year term. A Director may serve any number of consecutive terms.
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 meeting of the Board called for that purpose. Directors so appointed shall serve the unexpired term of their predecessors and until their successors are elected and qualified. 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 from time to time as the Board may direct, in accordance with Article VI, Section 6.02 below. Directors shall be elected by members of the Community Center at the Annual Meeting of the membership except as otherwise described in these bylaws. Candidates receiving a plurality 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 either of the Co-Presidents. Such resignation shall be effective upon receipt unless otherwise provided by the terms thereof. Resignation from the Board of Directors does not automatically include a resignation from membership in the Community 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;
- Three (3) consecutive absences,
- A total of five (5) absences during a term from regularly held meetings of the Board,
- Consistent failure to discharge the duties of the office; and/or
- Financial irregularities with regard to Community Center business.
Any Director whose removal is proposed shall be entitled to 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 members called expressly for that purpose, by a two-thirds (2/3) vote of the members then entitled to vote at an election of Directors.
Section 5.08 Meetings.
- The meeting of the Board of Directors for election of officers and for the transaction of such other business as may properly come before it, shall be held within thirty days of the Annual Meeting.
- 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 meetings of the Board may be called in the same manner as special membership meetings as described in Article IV, Section 4.02 of these bylaws. All meetings of the Board of Directors shall be open meetings except for executive sessions for personnel or litigation matters.
- Notice of regular and special meetings of the Board shall be given by mailing, e-mailing, telephoning or delivering notice personally at least one (1) week before the meeting to the usual home or business address of the Directors. Notice of regularly scheduled meetings may be achieved by provision of a calendar at the beginning of the Director’s term. Any Director may waive his or her right to be notified of meetings by providing a written request to the Secretary of the Board. Neither the business to be transacted at, nor the purpose of any regular business meeting of the Board, need be specified in the notice or waiver of notice of such meeting unless specifically required by law or these bylaws.
- 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 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 by-laws. 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 vote of the majority of the Directors present at the meeting at which quorum is assembled.
Section 5.10 Business Arising Between Regularly Scheduled Meetings.
New business may occasionally arise between regularly scheduled Board meetings. A 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.
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 Co-Presidents, 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 Community Center between meetings of the Board, except that the Executive Committee shall not have the authority to:
- Appoint officers of the Community Center or to fill vacancies on the Board or the Executive Committee or Nominating Committee;
- Call meetings of the membership;
- Obligate the Community Center in an amount in excess of One Hundred Dollars ($100.00) or encumber the assets of the Community Center;
- Approve any plan for merger or consolidation of the Community Center, the sale, lease or mortgage or other disposition of all or substantially all of the assets of the Community Center, the dissolution of the Community Center or any fundamental change in the character or business of the Community Center; or
- Enter into any contracts on behalf of the Community 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 who shall serve from the date of appointment until the position for which the committee was established is filled.
The Nominating Committee shall nominate not less than one (1) candidate for each position of Director or Officer to be filled at the next Annual Meeting of members at least fourteen (14) days prior to the Annual Meeting. In the event of a vacancy on the Board, the Nominating Committee shall nominate not less than one (1) candidate for each position to be filled at the first Board of Directors meeting following the vacancy.
The Nominating Committee shall evaluate current and prospective Directors and Officers and shall establish the credentials of any candidate nominated in order to verify that:
- S/He is willing to serve as a Director or Officer if elected, and
- S/He is qualified to become a Director and/or Officer in accordance with these bylaws.
The Nominating Committee shall give deliberate consideration to achieving representation on the Board of Directors by transgendered persons, people of color, persons with disabilities, bisexual persons and women.
Section 6.03 Other Committees.
The Co-Presidents shall, with the approval of the Board of Directors, appoint such standing or special committees of such size as the Co-Presidents or Board of Directors may deem necessary to properly carry on the activities and effect the purpose of the Community Center. Such committees shall perform as the Co-Presidents or the Board of Directors may direct. Any such committees may be abolished at any time by 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.
- The presence at any committee meeting of a 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 vote of the majority of the members of that committee present at which a quorum is assembled.
- Notice of committee meetings shall be mailed, e-mailed, or delivered personally, in writing or orally, to each member of the committee not less than five (5) days before the date on which the meeting is to be held. However, notice of any meeting may be waived in writing filed with the Board or by attendance in person.
- Any actions required or permitted to be taken at any committee meeting may be taken without a meeting if, prior to such action, a written consent is signed by all members of the committee, and such written consent is filed with the minutes of the proceedings of the committee.
- Each committee shall keep regular minutes of its proceedings and 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 Community Center shall consist of the two Co-Presidents, Vice-President, Secretary and Treasurer of the Board of Directors. Co-Presidents shall be of different genders, where gender is self-identified. Additional Vice-Presidents and one or more Assistant Secretaries and Assistant Treasurers may also be elected if the Board of Directors so desire. Gender parity will be strongly encouraged to aid in maintaining equal representation.
Section 7.02 Election and Term.
The Officers of the Community Center shall be elected or appointed each year by the Board of Directors at the meeting immediately following the Annual Membership Meeting, and Officers so selected shall serve from the date of such meeting. Each Officer shall serve for a term of one year. An officer’s tenure is limited to three consecutive terms for one officer position, or until their successors have been elected or appointed and assumed their duties.
Section 7.03 Resignation.
Any Officer may resign at any time by delivering a written resignation to either of the Co-Presidents or Secretary. The acceptance of any such resignation, unless required by the terms therefore, shall not be necessary to make the same effective.
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 assembled. Any Officer whose removal is proposed shall be entitled to written notice by electronic or U.S. Mail 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. However, removal of an Officer from her/his office does not automatically constitute removal from the Board.
Section 7.05 Vacancies.
Vacancy of any Officer position shall be filled by majority vote of the Board of Directors at the next regularly scheduled or special meeting of the Board. Any vacancy in an office may be filled for the unexpired portion of the term of the officer being replaced.
Section 7.06 Duties of the Officers.
- The Co-Presidents shall alternately preside at all meetings of the membership and the Board of Directors of the Community Center, 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 Co-Presidents shall act as the exclusive spokespersons for the Community Center except where the Board of Directors designates a specific spokesperson. The Co-Presidents are specifically tasked with the promotion and development of the Community Center within the restrictions of these bylaws.
- The Vice-President shall possess the powers and discharge the duties of the Co-Presidents in the event of the Co-Presidents’ 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. The Vice President shall automatically be a member of all committees appointed by the Co-Presidents or the Board of Directors and shall be responsible for building up member participation on Board committees and in the Community Center.
- The Secretary shall prepare meeting agendas under the direction of the Co-Presidents, shall take minutes of all meetings of the Board of Directors and membership meetings, shall keep copies of the minutes of committees, shall authenticate the records of the Community 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:
- Keep corporate records;
- Provide proper notices in accordance with these bylaws;
- Ensure that a proper list of members is maintained;
- Upon consultation with the Executive Committee, respond to and keep records of all official correspondence and documentation, and
- Keep an archive of media clippings and other documents and records of specific interest to transgendered, bisexual, lesbian, and gay persons and people with related concerns.
- The Treasurer shall have the responsibility for all funds and securities for the Community Center, 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:
- Oversee the financial management of the Community Center;
- Provide for the payment of all bills and obligations of the Community Center as directed by the Board;
- Keep a complete and correct account of all monies received and disbursed by the Community Center;
- Provide a financial statement of the Community Center to the Board at each regularly scheduled meeting; and
- 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 her/his duties, the cost of which shall be borne by the Community Center.
Section 7.07 Records.
There shall be maintained at the principal office of the Community Center 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 Community Center, the list of members and copies of all other material corporate records, books, documents and contracts. With the exception of 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 member of record or any Director of the Community 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 Community Center shall deliver to her/his successor or the Co-Presidents, in good order, such corporate monies, books, records, minutes, lists, documents, contracts or other property of the Community Center as have been in the custody of such Officer or agent during her/his term of office.
Article VIII – Financial Affairs
Section 8.01 Contracts.
- No member of the Community Center shall be authorized to make any contracts for or on behalf of the Community Center; nor shall any member be authorized to obligate the Community Center to perform under any contract or to pay any sum of money.
- All written contracts shall require the approval of the Board of Directors and shall be executed by the Co-Presidents, or in their absence, the Vice-President, and attested by the Secretary.
Section 8.02 Checks.
The treasurer can individually sign checks 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 can also individually sign checks 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 check issuance. If the Executive Committee authorizes reimbursement, the treasurer can individually sign a check to reimburse the party.
Section 8.03 Funds.
All funds of the Community Center shall be deposited in the name of the Community Center in such banks, credit unions, trust companies or other depositories as the Board of Directors may select. All funds of the Community Center shall be deposited in such accounts in a timely fashion.
Section 8.04 Gifts.
The Board may accept on behalf of the Community Center any contribution, gift, bequest or device for any purpose of the Community Center.
Article IX – Fiscal Year
Section 9.01 Fiscal Year.
The fiscal year of the Community Center shall be the calendar year.
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 assembled. Notice of any meeting to consider bylaws revisions, including the proposed changes with explanations, must be given in accordance with Section 4.03 herein.
A detailed description of bylaw changes (not full print of bylaws) must be printed and mailed to the membership within 30 days of those changes being approved by the Board of Directors
Members may request a full printed copy of the bylaws at any time. A reasonable fee for photocopying and mailing may be assessed by the Executive Committee to fulfill this request. The request must be fulfilled within 30 days of receipt of the request and any fee, if assessed.
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 Community Center shall take any action or carry on any activity by or on behalf of the Community 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 Community 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. No substantial part of the activities of the Community Center shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation. The Community Center shall not substantially participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote.
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 Community Center on dissolution or otherwise, shall inure to the benefit of any member, private individual, or Director of this Community 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 Community Center, provided such organization continues to be dedicated to the exempt purposes as specified in Internal Revenue Code section 501(a)(3).
Article XIV – Indemnification
Section 14.01 Indemnification.
Each Director or Officer, now or hereafter, serving the Community Center shall be indemnified by the Community Center against all costs, expenses, judgments, and liabilities, including attorney fees reasonably incurred or imposed upon him or her in connection with, or resulting from any action, suit, or proceeding, civil or criminal, in which he or she is, or may be made, a party by reason of an action alleged to have been taken or omitted by him or her as such Director or Officer, whether or not he or she is a Director or Officer at the time of incurring such costs, expenses, judgments and liabilities, except in relation to matters in which he or she shall be finally adjudged, without right of further appeal, in misconduct in the performance of his or her 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.
The foregoing bylaws for the Community Center were adopted at a meeting of the community called for that purpose on the 25 day of February 2001.