2017 Revised First City Network Bylaws
Revised August 28, 2017
BYLAWS of FIRST CITY NETWORK
The name of the organization shall be First City Network. The abbreviation of FCN may be used in all contexts on second reference.
2.01 Purpose or Mission
The mission of First City Network (FCN) is to enhance and sustain the well-being of LGBT individuals and their allies by providing educational, social, and health related activities, programs and services. FCN will serve as an essential resource; advocating for civil and human rights; and supporting, promoting and embracing the cultural diversity that connects us into one community.
- a) Membership in FCN shall consist of persons 18 years or older who are committed to the purposes of the organization.
- b) Businesses and non-profit organizations may also hold membership in FCN to support the purposes of the organization.
- c) Dues for each category of membership shall be established by the board of directors and shall be payable upon notice.
All members in good standing of FCN shall be eligible to cast a vote at the annual meeting of membership or via mail for the annual election of the board of directors.
The annual dues for active members shall be such an amount as is adopted by the board of directors.
3.04 Annual Meeting of Membership
The board of directors shall designate the time and place of the annual meeting of FCN and shall inform the membership of such meeting at least thirty (30) days before such meeting.
BOARD OF DIRECTORS
4.01 Number and Terms of Directors
FCN shall have a board consisting of no less than five, and no more than 13, directors. Each director shall serve a term of 12 months, and may not serve more than five (5) consecutive terms.
4.02 Powers of the Board of Directors
The board of directors of FCN shall have the following powers:
- a) To elect officers of the board.
- b) To appoint and/or employ, and at its discretion to remove and suspend, permanently or temporarily, any necessary assistants, and to determine their duties.
- c) To form, adhere to and amend the policies of FCN.
Each director must be a member in good standing of FCN, and be committed to furthering the purposes of the organization.
A vacancy on the board of directors may be filled by appointment made by the remaining directors. The newly-appointed director shall fill the unexpired term and shall serve until a successor has been elected.
A director may be removed by two-thirds vote of the board of directors for due cause.
The board of directors shall meet monthly at a time and place specified by the directors and shall transact such business as shall properly come before it. Notice shall be required for regular meetings of the board of directors. Special board meetings may be held on the call of the Chair or upon request to the Chair by any of the directors. All meetings shall require a minimum of ten (10) days’ notice.
4.07 Manner of Acting
- a) Parliamentary Procedure. Roberts Rules of Order shall be the parliamentary authority for all meetings of the board of directors of FCN. A Parliamentarian shall be appointed by the Chair as deemed necessary.
- b) Quorum. A majority of the directors in office at a meeting shall constitute a quorum for the transaction of business at that meeting of the board. No business shall be considered by the board at any meeting at which a quorum is not present.
- c) Majority Vote. The act of the majority of the directors present at a meeting at which a quorum is present shall be considered the act of the board.
5.01 Board Officers
The officers of FCN shall be Chair, Vice Chair, Secretary, and Treasurer, all of whom shall be chosen by, and serve at the pleasure of, the board of directors. Each board officer shall have the authority and shall perform the duties set forth in these bylaws or by resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers.
5.02 Term of Office
Each officer shall serve a one-year term of office and may not serve more than three (3) consecutive terms in the same office.
5.03 Removal and Resignation
The board of directors may remove an officer at any time, with due cause. Any officer may resign at any time by giving written notice to FCN without prejudice to the rights, if any, of FCN under any contract to which the officer is a party.
The Chair shall lead the board of directors in performing its duties and responsibilities, including, if present, presiding at all meetings of the board and the annual meeting of FCN’s membership, and shall perform all other duties of the office properly required by the board of directors. The Chair shall appoint such committees as shall be deemed necessary from time to time and shall be an ex-officio member of all board committees. The Chair shall be the sole signatory of FCN’s contracts, leases, and other legal agreements deemed necessary by the board of directors.
5.05 Vice Chair
In the absence or disability of the Chair, the Vice Chair, designated by the board of directors, shall perform the duties of the Chair. When so acting, the Vice Chair shall have all the powers of and be subject to all the restrictions upon the Chair. The Vice Chair shall have such other powers and perform such other duties prescribed for them by the board of directors or the Chair. The Vice Chair may accede to the office of Chair upon the completion of the Chair’s term of office.
The Secretary shall take the minutes of all board meetings and shall keep a book of minutes of all meetings and actions of directors and committees of the board and shall ensure that said minutes are made available to the board of directors on a timely basis or as may be required by the board of directors. The Secretary shall cause notice to be given of all meetings of directors and committees. The Secretary shall have such other powers and perform such other duties as may be prescribed by the board of directors or the board Chair. The Secretary may countersign (where necessary) all documents of FCN, and may attest the corporate seal on any instrument whatsoever.
The Treasurer shall be tasked with oversight of the financial condition and affairs of FCN. The Treasurer shall oversee and keep the board informed of the financial conditions of FCN. In conjunction with other directors and officers, the Treasurer shall oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of FCN, are made available to the board of directors on a timely basis or as may be required by the board of directors. Duties include, but are not limited to, collection of yearly dues of members, deposit into FCN’s bank accounts all money received by FCN, and with the board officer’s approval and signatory, pay all bills approved by FCN, and record all receipts of those payments. The Treasurer shall also keep all paper and digital records of memberships, as well as donations to FCN, both monetary and in-kind. .
All committees of the organization shall be approved by the board of directors and committee members’ terms of office shall be for a period of time set by the directors. Committees shall be chaired by a director, or may also be chaired by a non-director (off-board) member of FCN if approved by the board of directors.
INDEMNIFICATION AND DISSOLUTION
- a) Mandatory Indemnification. The organization shall indemnify a director, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a director of the organization against reasonable expenses incurred by him or her in connection with the proceedings.
- b) Permissible Indemnification. The organization shall indemnify a director or former director made a party to a proceeding because he or she is or was a director of the organization, against liability incurred in the proceeding, if the determination to indemnify him or her has been made in the manner prescribed by the law and payment has been authorized in the manner prescribed by law.
- c) Advance for Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the organization in advance of the final disposition of such action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of (I) a written affirmation from the director, officer, employee or agent of his or her good faith belief that he or she is entitled to indemnification as authorized in this article, and (II) an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the organization in these bylaws.
- d) Indemnification of Officers, Agents and Employees. An officer of the organization who is not a director is entitled to mandatory indemnification under this article to the same extent as a director. The organization may also indemnify and advance expenses to an employee or agent of the organization who is not a director, consistent with state Law and public policy, provided that such indemnification, and the scope of such indemnification, is set forth by the general or specific action of the board or by contract.
In the case of the dissolution of FCN, all residual assets of FCN will be turned over to one or more organizations described in 501 (c) (3) and 170 (c) (2) of the Internal Revenue Code of 1954 or its equivalent form.
8.01 Books and Records
The organization shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its board of directors, a record of all actions taken by board of directors without a meeting, and a record of all recommendations made by committees of the board. In addition, FCN shall keep a copy of the organization’s Articles of Organization and bylaws as amended to date.
8.02 Bylaw Amendment
These bylaws may be amended, altered, repealed, or restated in whole or part by a vote of the majority of the board of directors then in office at a meeting of the board according to Robert’s Rules of Order, provided, however,
- a) that no amendment shall be made to these bylaws which would cause FCN to cease to qualify as an exempt organization under Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code; and,
- b) that an amendment does not affect the voting rights of directors.
8.03 Financial and IRS Documents
FCN shall provide its Internal Revenue forms 990, 990-T, 1023 and 5227, bylaws, conflict of interest policy, and financial statements to the general membership for inspection upon request.
8.04 Board Deliberations
- a) All board deliberations shall be open to the public except where the board passes a motion to make any specific portion confidential (i.e., those related to real estate, litigation, or personnel matters)
- b) All board minutes shall be open to the public once accepted by the board, except where the board passes a motion to make any specific portion confidential.
- c) All papers and materials considered by the board shall be open to the public following the meeting at which they are considered, except where the board passes a motion to make any specific paper or material confidential.