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Utah Pride Center bylaws, as revised in 2006 and 2011

At Wednesday night’s “talking circle” at the Utah Pride Center, staff promised to post the by-laws of the organization on their website, which they did, here.

The following are those by-laws in searchable format, and include changes made to the bylaws in July of 2011.

 

Utah Pride Center By-laws Gay Lesbian Bisexual Transgender Community Center of Utah By-laws

Amended on July 11, 2011 23, 2006

By-Laws of the Corporation adopted September 22, 1992, Amended January 23, 2006  July 11, 2011

Article I Name

  1. Official Name
    1. The name of this Corporation shall be The Gay and Lesbian Community Center of Utah Utah Pride Center, a Utah Corporation.

Article II Constructions and Definitions

  1. CENTER, THE
    1. when used in this document refers only to The Gay and Lesbian Community Center of Utah Utah Pride Center, the primary corporation of this document, unless otherwise noted.
  2. DIRECTORS
    1. when used in this document refers only to those individuals duly elected or appointed Board of Directors of The Center as described in Article VI.
  3. EMPLOYEES
    1. when used in this document refers only to those individuals who are hired and given monetary compensation by The Center to perform such duties and tasks as may be required from time to time as described in Article VIII
  4. GOVERNING BOARD BOARD OF DIRECTORS
    1. when used in this document refers to the collective body of the elected or appointed Board of Directors of The Center as described in Article VI.
  5. MEMBERS
    1. when used in this document refers only to those non-voting persons or groups described in Article V. A Member is a person or organization which has paid annual dues to The Center.
  6. OFFICERS
    1. when used in this document refers only to those duly elected or appointed Executive Officers of the Board of Directors of The Center as described in Article VII.

Article III Corporate Offices

  1. Registered Office
    1. The primary office of The Center shall be fixed in Salt Lake County, Utah.
    2. The Governing BoardBoard of Directors shall designate a Registered Office and a Registered Agent. Notification of the Registered Agent and Registered Office shall be made to the appropriate public offices and kept current.
    3. The Registered Agent and the location of the registered office may be changed by the Governing BoardBoard of Directors.
  2. Other Offices
    1. The Center may also maintain other offices at such place and places, whether within or without of the State of Utah, as may be designated from time to time by the Governing BoardBoard of Directors, and business of the Corporation may be transacted at such other offices with the same effect as that conducted at the principal office.

Article IV Objectives and Purposes

  1. IRC Section 501(c)(3)
    1. The Center is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code.
  2. Objective and Purpose
    1.  The Center shall be a catalyst for personal growth, acceptance and equality for GLBT people in UtahThe Utah Pride Center is a  community based organization that provides support, education, outreach and advocacy for gay, lesbian, bisexual, transgender, queer individuals and their allies, through programs, services and resources..catalyst for building and celebrating the strength, equality, dignity and self determination of the LGBTQ community throughout Utah.
      We are committed to excellence in execution of the continuing improvement of all programs, services, education, outreach and advocacy.  We value and support individuals, families, allies and build partnerships across communities.
  3. Non-profit and Non-Partisan Activities
    1. No part of the net earnings of the Corporation shall incur to the benefit of, or be distributable to its officers, directors or other private persons, except those that the Corporation shall be authorized and empowered to pay as compensation, except for Employees as described in Article VIII, for services rendered and to make payments and distributions in furtherance of the purposes set forth in this document.
    2. No substantial part (defined as greater than 15% of available resources) of the activities of the corporation shall be to distribute propaganda or otherwise attempt to influence legislation, except that it is in accordance with the purposes set forth in this document.
    3. The corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for office.
    4. Notwithstanding any other provisions of the Articles of Incorporation or these By-laws, the Corporation shall not carry on any activities in violation of guidelines set down:
      1. For a corporation exempt from Federal Income Tax under section 501(c)(3) of the Internal Revenue Code, except with the exemptions stated in Federal Income Tax under 501(h) of the internal Revenue Code, or;
      2. For a Corporation to which contributions are deductible under section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Tax Revenue Laws).
    5. This Corporation shall not, except to an unsubstantial degree, engage in any activity or exercise any powers that are not in furtherance of the purposes described in this document.
    6. The Center shall not discriminate based on age, race, ethnic origin, religion, gender, gender identity, sexual orientation, gender expression, disability, martial status, political affiliation, or veteran status.

Article V Members

  1. Membership in The Center
    1. Any individual or group agreeing to abide by the Articles of Incorporation and the Bylaws of this corporation, who affirms the goals and purpose of this corporation, and who pledges an appropriate annual contribution of money to the benefit of the corporation shall be eligible for membership in The Center.
  2. Contribution and Dues
    1. A minimum contribution is required, as defined by the policies laid out by the Governing BoardBoard of Directors.
    2. The Governing BoardBoard of Directors may set forth policy to allow for waiver or reduction of membership dues in consideration of factors including, but not limited to, financial hardship, volunteer support or event sponsorship or other special circumstances.
  3. Term of Membership
    1. All membership must be renewed annually. The Center Staff shall notify members of the necessity to renew membership at least thirty (30) days prior to the expiration date of membership.

Article VI Board of Directors (aka Governing Board)

  1. Composition
    1. The Governing BoardBoard of Directors shall consist of not more than twenty-one (21) Directors and not less than four (4) Directors.
    2. The Governing BoardBoard of Directors may also appoint non-voting ex-officio members to the Board of Directors as is required or desired from time to time.
  2. Duties of Governing BoardBoard of Directors
    1. Determining the overall mission, vision and purpose of the organization.
    2. Ensuring effective organizational planning through short and long term strategic planning.
    3. Recruiting, supporting and evaluation of the Executive Director.
    4. Ensuring the organization is properly managed.
    5. Contracting for an independent audit annually.
    6. Making certain that financial resources are properly managed, including investments.
    7. Enhancing the organization’s public image.
    8. Assessing the Governing BoardBoard of Directors’s own performance through an annual board evaluation.
    9. Recruiting new Directors and providing ongoing Director training and development.
    10. Ensuring that all legal procedures are properly followed.
    11. Approving the fundraising goals and plans, and participating in fundraising efforts.
    12. Shall perform all duties incident to the office and such other duties as may be prescribed from time to time, including but not limited to, task force or committee participation.
  3. Qualifications
    1. Individuals aged 21 years and above may serve as members of the Governing BoardBoard of Directors.
    2. To the extent that qualified persons are available, the Governing BoardBoard of Directors shall be representative of segments of the lesbian, gay, bisexual and transgender population of the State of Utah.work to ensure board composition reflects the diversity of the community served by the organization.
  4. Quorum and Voting
    1. A simple majority of the Directors shall constitute a quorum for the transaction of business of The Center, but less than a quorum may adjourn any meeting from time to time until a quorum be present, whereupon the meeting may be held, as adjourned, without further notice. At any meeting at which every Director is present, even though without notice, any business of The Center may be transacted.
    2. When a quorum is present at any meeting, the vote of the majority of the Directors present shall decide any question brought before such meeting, unless the question is one which by express provision of the Articles of Incorporation or these By-laws requires a different vote, in which case such express provision shall govern and control the decision in question. When these By-laws require 2/3 majority (66.6%), the number shall be calculated based on the number of Directors present in a quorum unless otherwise indicated by the express provisions.
    3. When issues must be decided prior to the next scheduled Board Meeting, a phone or electronic vote may be taken by an Officer if a good faith effort is made to reach all Directors. The vote of the majority shall rule, unless the vote would require a higher level of approval by these By-laws. Phone or electronic votes must be announced and entered into the official minutes at the subsequent business meeting of the Governing BoardBoard of Directors.
      1. If it is determined that at least a quorum of board members did not vote in the poll, the decision is declared invalid.
      2. Phone or electronic polls are expressly forbidden for the matter of removing an Officer or Director from position.
      3. If an electric electronic poll fails to reach all Directors, the Officer conducting the poll must attempt to reach other Board members by telephone.
      4. If the board finds that the Officer conducting the email electronic poll fails to make a good effort to contact all Directors, the vote may be declared invalid by majority vote at the subsequent meeting.
      5. The Governing BoardBoard of Directors may impose such additional limitations as are necessary to limit or control electronic or phone polls.
  5. Election and Term of Office
    1. The term of office for each elected Director shall be three (3) years, commencing at the end of the fiscal year’s first regular meeting (usually January) of the Governing BoardBoard of Directors as described in Article X, and ending at the beginning of fiscal year’s first regular meeting of the third year.
    2. Elections shall be staggered so that each year 1/3 of the Directors shall be elected to a three (3) year term.
    3. A Director may be elected to two (2) successive terms in office, for a total of six (6) years at the pleasure and Request of the Executive Committee and upon recommendation of the Board Resource and Retention Committee. After serving two terms, a former director may be eligible to serve on the Governing BoardBoard of Directors after a hiatus of two (2) years.
    4. The current Governing BoardBoard of Directors shall elect Directors at the beginning of the fiscal year. The Board Search NominatingResource Committee, as described in Article IX, will plan and conduct such elections.
  6. Resignation
    1. Any Director may resign by giving written notice to the President or Secretary. The President or Secretary shall present all resignations to the Governing BoardBoard of Directors.
    2. B. Resignation becomes effective at such a time as specified in the letter of resignation or immediately if no date is specified, unless the Governing BoardBoard of Directors has cause to reject the resignation.  In cases of pending board liability, the board may reject a member resignation by 2/3 vote to be conducted at the next meeting of the Board of Directors or within 30 days.  A board member shall be given immediate notice that a resignation is rejected.
    3. C. Any Director may withdraw her/his resignation and resume her/his position if done prior to the effective date as stated in the letter. After the effective date, she/he may be appointed or elected to the board at a later date.
  7. Removal
    1. Any Director can be removed from her/his position by a two-thirds (2/3) vote of the Governing BoardBoard of Directors at any regular or special meeting for any of the following reasons:
      1. By the establishment of misfeasance, malfeasance, or nonfeasance as determined by a two-thirds (2/3) vote of the Governing BoardBoard of Directors.
      2. By the establishment of “conflict of interest,” as described in Article XVII, as determined by a two-thirds (2/3) vote of the Governing BoardBoard of Directors.
      3. By failing to adhere to the Board Member Letter of Agreement.
      4. By establishment of malicious intent toward the welfare of the Corporation and its purposes or towards the lesbian, gay, bisexual and transgender community or any segment thereof as determined by a two-thirds (2/3) vote of the Governing BoardBoard of Directors.
      5. By establishing a vote of “no confidence” in the Director’s ability to perform functions essential to their role as determined by a two-thirds (2/3) vote of the Governing BoardBoard of Directors.
    2. In the event that a Director is removed and they are not in attendance at the time, the President is responsible for notifying the Director of his/her removal.
  8. Vacancies
    1. A vacancy shall be deemed to exist if one of the following occurs:
      1. 1. The resignation, removal from Board service or death of any Director
      2. 2. The increase of the number of approved number of Directors.
    2. In the event of a BoardBoard of Directors vacancy, the remaining Directors may appoint by majority vote a qualified individual to serve and fill that vacancy until the next Annual Conference or election.
      1. 1. Once each year, at the time of elections, the appointed board member will be elected to the remaining term of office for the Director whom they replaced (in accordance with Article VII, 5). If they are replacing a Director whose term has expired at that election, they will begin a two-year term and are eligible to serve through two (2) terms.
    3. Vacancies may not be filled earlier than the first Regular Meeting of the Governing BoardBoard of Directors after the notice of vacancy has been given to the remaining Directors.
    4. No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of his or her term.

Article VII Officers

  1. Officers
    1.  The Officers of the Corporation shall be a President, a Vice-President, a Secretary, and a Treasurer.
    2. All Officers must be Directors in good standing.
  2. Duties of Officers
    1. The duties of all Officers shall be described in the “Standard Operating Procedures” of The Center. Officers shall also perform such duties as are described herein and as may be required from time to time by theGoverning BoardBoard of Directors.
  3. Additional Positions
    1.  The Governing BoardBoard of Directors may create other Officer positions, in addition to the Officers herein named, as they shall deem necessary, who have the authority to perform such duties as may be prescribed from time to time by the President or the Governing BoardBoard of Directors.
  4. Elections and Terms of Office
    1. The Governing BoardBoard of Directors shall elect the Officers of the Corporation.plan and conduct elections of officers.
    2. Election of Officers shall take place once each year in December.
    3. Each Officer shall hold office for one a three (3) year term.(1) year. Terms begin in January and continue until his/her successor has been elected and takes office. An individual may serve three two (32) successive terms in any Office for a total of three six (36) years. A former office holder may be eligible for the same office again after a hiatus of two (2) years.
    4. In the event of a major initiative, Capital Campaign or other extenuating circumstances the board shall have the authority to extend terms of office for officers by a majority vote.  This provision requires extension to a date certain and such extension may only be renewed by a majority vote of the Board of Directors.
  5. Resignation
    1. Any Officer may resign from their position by giving written notice to the President or Secretary. An Officer may resign from their position yet still remain on the Governing BoardBoard of Directors. The President or Secretary shall present all resignations to the Governing BoardBoard of Directors.
    2. Resignation becomes effective at such a time as specified in the letter of resignation, unless the Governing BoardBoard of Directors has cause to reject the resignation.
    3. Any Officer may withdraw her/his resignation and resume her/his position if done prior to the effective date stated in the letter. After the effective date, she/he may be appointed or elected to Office at a later date.
  6. Removal
    1. Any Officer can be removed from his/her position by a two-thirds (2/3) vote of the Governing BoardBoard of Directors at any regular or special meeting for the same reasons and in the same manner as described in Article VI, 7.
    2. An Officer may be removed from their position of Office yet remain on the Governing BoardBoard of Directors, per the decision of the Governing BoardBoard of Directors.
  7. Vacancies
    1. A vacancy shall be deemed to exist if one of the following occurs:
      1. The resignation, removal from BoardBoard of Directors service or death of any Director.
      2. Creation of a new Officer position by the Governing BoardBoard of Directors.
    2. In the event of an Officer vacancy, the Governing BoardBoard of Directors may appoint by majority vote a qualified individual to serve until the next Annual Conference or election.
    3. Vacancies may not be filled earlier than the first regular meeting of the Governing BoardBoard of Directors after the notice of vacancy has been given to the Directors.

Article VIII Staff

  1. Employees
    1. Staff members may not be Directors.
    2. Employees shall be governed by these Bby-laws and such written “Personnel Policies of The Center” as have been approved by the Governing BodyBoardBoard of Directors.
  2. Executive Director
    1. The Governing BoardBoard of Directors shall appoint an Executive Director who shall be a paid employee and shall not be a Director of The Center. The Executive Director shall, subject to the supervision and direction of the President of the Governing BoardBoard of Directors, be the general manager of The Center, with control over and responsibility for carrying out the Mission of The Center in general, and the day-to-day operations of The Center in particular.
    2. The Executive Director shall have other such duties, powers, and responsibilities as the Governing BoardBoard of Directors shall from time to time direct.
    3. The Executive Director shall be a non-voting, ex officio (by virtue of one’s office or position) member of the Governing BoardBoard of Directors and shall attend all meetings of the Governing BoardBoard of Directors, unless directed otherwise by the Governing BoardBoard of Directors.
    4.  The Governing BoardBoard of Directors shall be responsible for the hiring and dismissal of the Executive Director by majority vote.

Article IX Committees of the Board of Directors

  1. 1 Standing Committees
    1. The Governing BodyBoard of Directors may appoint such standing or permanent committees as it deems necessary. The Governing BoardBoard of Directors may, at any meeting of the Governing BoardBoard of Directors, designate members of such committees. At any time, the Governing BoardBoard of Directors may abolish or reconstitute any such committee.
    2. The duties of the Standing Committees shall be described in the “Standard Operating Procedures” approved by the Governing BoardBoard of Directors or shall be defined at the time of the committee’s creation.
    3. Standing Committees of The Center include but are not limited to: the Board SearchNominatingResource Committee, the Executive Committee, the Finance Committee., the Diversity Committee and the Fund Development Committee. The charters, objectives and purposes of these committees will be set forth by the policies of the Governing BoardBoard of Directors.
  2. Task Force
    1.  The Governing BoardBoard of Directors may, by resolution, designate and appoint one or more temporary Task Forces. The Governing BoardBoard of Directors may, at any meeting of the Governing BoardBoard of Directors, designate members of such committees. At any time, the Governing BoardBoard of Directors may abolish or reconstitute any such Task Force.
    2.  The duties of the Task Force shall be described in the resolution creating such Task Forces.

Article X Meetings

  1. Place of Meeting
    1. Any or all meetings of the Governing BoardBoard of Directors may be held within or outside the State of Utah.
  2. Regular Meetings
    1. No less than four (4)six (6) meetings of the Governing BoardBoard of Directors shall be held per year. If it is the will of the Governing BoardBoard of Directors, these meetings may take place more often. These meetings may also be referred to as General Meetings.
    2. All Regular Meetings of the Governing BoardBoard of Directors shall be announced at least ten (10) days in advance and, as reasonable, be published for the general public.
    3. Governing BoardBoard of Directors Meetings shall be open to the public except when the Governing BoardBoard of Directors operates in Executive Session
      1. Executive Session is defined as a close-door meeting to discuss the following matters: personnel issues including medical conditions and sensitive legal situations.
      2. Only voting Directors in good standing and such individuals as are specifically invited by the President, or at the suggestion of a member of the Governing BoardBoard of Directors in consultation with the President, may attend Meetings in Executive Session.
      3. If the Governing BoardBoard of Directors makes a resolution during Executive Session, those decisions must be reported following the Executive Session in an open meeting and recorded into the minutes.
      4. Details of the debate and discussion before and after resolutions during Executive Session shall be kept strictly confidential by all participating attendees unless otherwise indicated by the Governing BoardBoard of Directors.
    4. Any meeting may be held by telephone conference or other similar communication equipment, so long as all participants can communicate with one another. All participating Directors shall be considered present during such meetings and have full voting rights.
  3. Special Meetings
    1. Special Meetings of the Governing BoardBoard of Directors for any purpose may be called at any time by the Executive Committee or by 20%one third of the total number of members of the Governing BoardBoard of Directors.
      1. The Secretary shall give notice of the time, place and purpose of each special meeting by mailing or e-mailing the same at least two (2) days before the meeting or by telephoning the same at least one (1) day before the meeting to each Director.
  4. Parliamentary Authority
    1. The rules contained in the current version of “Robert’s Rules of Order, Newly Revised” shall govern the Corporation in all cases to which they are applicable and in which they are not inconsistent with these By-laws, the Articles of Incorporation or with the Standard Operating Procedures of the Corporation. The Governing BoardBoard of Directors may, upon the recommendation of the President, choose an alternative source of parliamentary or decision-reaching authority.
    2. At the discretion of the Board, matters of procedure in Robert’s Rules of Order may be simplified or overturned with a majority vote as specified in Article VI, 4. Such alterations to procedure will be recorded by the Secretary and added to the official “Standard Operating Procedures.”

Article XI Special Corporate Actions and Regulations

  1. Execution of Written Documents
    1. When the execution of special contract, conveyance or other instrument has been authorized by the Governing BoardBoard of Directors or any authorized officer, only the President or Vice-President shall execute the same in the name and upon behalf of The Center. The Governing BoardBoard of Directors shall have power to designate the officers and other agents who shall have authority to execute any instrument on behalf of The Center.
    2. The President or Vice-President legally represents the organization.
    3. The Secretary must verify that the execution of such documents has been duly approved by the Governing BoardBoard of Directors in accordance with these By-laws, the Articles of Incorporation, or other guiding documents approved by the Governing BoardBoard of Directors and shall record these documents into the Corporate Record.
  2. Signing of checks and Notes
    1. The signing of checks, drafts and orders for payment, and other matters involving the collection, dispersement and handling of money will be guided by the “Standard Operating Procedures” of The Center
  3. Depository
    1. The Governing BoardBoard of Directors, from time to time, may select one or more banks for the deposit of Corporate Funds upon the appropriate resolution.

Article XII Corporate Funds and Investments

  1. Bank Accounts
    1. The Governing BoardBoard of Directors is authorized to select such banks or other depositories as it shall deem proper for funds of the Corporation.
    2. The Executive Director, President and Treasurer shall be authorized, as described in these By-laws, to sign checks, drafts or other payments of funds on behalf of the Corporation.
  2. Investments
    1. The funds of the Corporation may be invested and reinvested from time to time in such property, stock, bonds, or other securities as the Governing BoardBoard of Directors may deem desirable.
    2. The Executive Director shall follow the Investment Policies as approved by the Governing BoardBoard of Directors. The Executive Director shall be authorized, as described in these By-laws, to so invest funds on behalf of the Corporation.
    3. Corporate funds may remain uninvested to the extent deemed advisable by the Governing BoardBoard of Directors or other financial advisors.

Article XIII Fiscal Year

  1. Calendar
    1. The fiscal year of The Center shall be from January lst through December 31st of each year.
    2. These By-laws notwithstanding, fiscal reporting shall be done in recognition of and at such times as are specified by any guiding local, state or federal law.

Article XIV Indemnification

  1. Indemnification Regarding Third Party Actions. Coverage
    1. The Center shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of The Center) by reason of the fact that he or she is or was a Director, officer, employee, or agent of The Center, or is or was serving at the request of The Center as a Director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of The Center, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.To the full extent permitted by an applicable law, The Center shall indemnify each person made or threatened to be made a party to any threatened pending or completed civil, criminal, administrative, arbitration , or investigative proceeding, including a proceeding by or in the right of The Center, against the expenditures enumerated in Section 2, herein, by reason of the former or present capacity of the person as:
    2. A director, officer, employee, or member of a committee of this corporation, or
    3. A governor, director, officer, partner, trustee, employee or agent of another organization (including employee benefit plans), who while a director, officer, employee or member of a committee of The Center, is or was serving another organization at the request of this corporation, or whose duties as a director, officer, employee or member of a committee of The Center involve or involved such service to another organization.
  2. Indemnification for Corporation Actions.
    1. A. The Center shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of The Center to procure a judgment in its favor by reason of the fact that he is or was a Director, officer, employee, or agent of The Center, or is or was serving at the request of The Center as a Director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprises against expenses (including attorney fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of The Center and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to The Center unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
  3. Determination.
    1. A. To the extent that a Director, officer, employee, or agent of The Center has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in parts 1 or 2 of this Article, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorney fees) actually and reasonably incurred by him in connection therewith. Any other indemnification under parts 1 or 2 of this Article shall be made by The Center under a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in parts 1 or 2 of this Article. Such determination shall be made either by the Governing Board by a majority vote or a quorum consisting of Directors who were not parties to such action, suit, or proceeding, or by independent legal counsel in a written opinion.
  4. General Indemnification.
    1. The indemnification provided by this Article shall not be deemed exclusive of any other indemnification granted under any provision in The Center’s Articles of Incorporation, Bylaws, agreement, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee, or agent and shall inure to the benefit of the heirs and legal representatives of such a person.
  5. Advances.
    1. Expenses incurred in defending a civil or criminal action, suit, or proceeding as contemplated in this Article may be paid by The Center in advance of the final disposition of such action, suit, or proceeding upon a majority vote of a quorum of the Governing Board and upon receipt of an undertaking by or on behalf of the Director, officer, employee, or agent to repay such amount or amounts unless it ultimately be determined that he is to be indemnified by The Center as authorized by this Article.
  6. Scope of Indemnification.
    1. The indemnification authorized by this Article shall apply to all present and future Directors, officers, employees, and agents of The Center and shall continue as to such persons who cease to be Directors, officers, employees or agents of The Center and shall inure to the benefit of the heirs, executors, and administrators of all such persons and shall be in addition to all other indemnification permitted by law.
  7. Insurance.
    1.  The Center may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee, or agent of The Center, or is or was serving at the request of The Center as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his or her status as such, whether or not The Center would have the power to indemnify him against any such liability under the laws of the State of Utah, as the same may hereafter be amended or modified.
  8. Indemnified expenditures.
    1. Indemnification is mandatory, if, with respect to the acts or omissions of the person complained of in the proceeding, the person:.
      1. Acted in good faith:
      2. Received no improper personal benefit and Utah State Code 16-6a, Utah Revised Nonprofit Corporation Act  regarding conflicts of interest, has been satisfied;
      3. In the case of a criminal proceeding, did not have reasonable cause to believe the conduct was unlawful; and
      4. In the case of acts or omissions occurring by a director, officer, employee, or member of a committee of The Center acting in such official capacity, reasonably believed that the conduct was in the best interests of this corporation, or in the case of acts or omissions occurring by a director, officer, employee or member of a committee of this corporation who is or was serving another organization at the request of The Center, or whose duties as a director, officer, employee, or member of a committee of The Center involve or involved such service to another organization, reasonably believed tht the conduct was not opposed to the best interests of The Center.
  9. Eligibility, advances and ancillary recovery.
    1. Determination of eligibility for indemnification payments or advances shall be made in accord with Utah State Code 16-6a.
    2. Advances of expenses incurred which are payable under Section 2 of this Article shall not be made prior to a final disposition of a proceeding unless same are paid from insurance policies held by The Center.  Any indemnification realized other than under this Article shall apply as a credit against the indemnification provided herein.
  10. Insurance.
    1. The Center may, to the full extent permitted by applicable law from time to time in effect, purchase and maintain insurance

Article XV Conflicts of Interest

  1. Definition of Conflict of Interest
    1. A conflict of interest arises when a Director or Officer has a contract, transaction, or financial relationship with The Center. The Board member’sDirector’s interests may be personal or professional.
      1. 1. A conflict of interest does not exist only when interests are at odds. A conflict of interest exists when there is the potential for interests to be at odds.
      2. 2. A conflict of interest exists in the context of the best interests of the CorporationThe Center. This means that it is not sufficient for the organization to benefit, but how the decision is made is also of importance.
  2. Disclosure
    1. Directors and Officers must disclose potential conflicts of interest to the Governing BoardBoard of Directors. This includes:
      1. Identifying organizations in which they currently hold volunteer or staff positions, or in which their family members hold volunteer or staff positions.
      2. Attesting to the fact that they were not:
        1. a participant, directly or indirectly, in any arrangement, agreement, investment, or other activity with any vendor, supplier, or other party doing business with the Corporation which has resulted or could result in personal benefit to them or their family, or;
        2. a recipient, directly or indirectly, of any salary payments or loans or gifts of any kind or any free service or discounts or other fees from or on behalf of any person or organization engaged in any transaction with the Corporation.
  3. Policy on Conflicts of Interest
    1. After disclosure of a potential conflict of interest a Director or Officer may not:
      1. Make motions or recommendations that would create a conflict of interest,
      2. participate in any vote that would create a conflict of interest, or;
      3. participate in discussion that would unduly influence the vote.
    2. The Corporation and all its Members, Directors, Officers, Employees or agents will avoid all conflicts of interest and the appearance of conflicts of interest.
    3. An undisclosed or improperly handled conflict of interest may be grounds for discipline up to and including removal in accordance with the policies outlined in these By-laws, the Articles of Incorporation, and other resolutions duly approved by the Governing BoardBoard of Directors.

Article XVI Corporate Property

  1. Corporate Name, Logos and Intellectual Property
    1. The Center shall maintain sole and exclusive right to the use of its corporate name and all other brand or event names, logos and intellectual property as designated by the Governing BoardBoard of Directors.
    2. Use of any of these for promotion, advertising, fund-raising, and/or any type of solicitation must be pre-approved in advance by the Governing BoardBoard of Directors.
  2. Records and Property
    1. The Center shall maintain ownership of all property purchased by or donated to the Corporation and its sponsored projects and programs, unless a majority of the Governing BoardBoard of Directors authorizes that property to be sold or gifted to another individual or organization.
    2. The Center shall maintain sole and exclusive ownership of all records of the Corporation including, but not limited to, meeting minutes, budgets, books of fiscal accounting, contracts, correspondences, and all other written or electronic records of the organization’s activities and/or plans for furthering of its purposes.
    3. Any individual in possession of the above, who severs their ties to the Corporation, either through death, removal or resignation, must return or cause to be returned all such items to an Officer of the Corporation.

Article XVII Dissolution

  1. Assets
    1. In the event of dissolution of The Center, the assets of The Center shall be disposed of as determined by a majority of the Directors, provided that such distribution of assets shall not be inconsistent with the Articles of Incorporation.
    2. To the extent possible under circumstance and law, assets should be gifted to other 501(c)(3) organizations with similar goals and objectives to those set forth in this document.

Article XVIII Amendments and Additions

  1. Amendments
    1. The By-laws of the Corporation may be repealed, altered or amended, or substituted by two-thirds (2/3) majority vote of the Governing BoardBoard of Directors present at any regular meeting, provided:
      1. Written notice of the proposed amendment is given to each Director at the time notice of the meeting is given, or;
      2. if notice is waived for the meeting, written notice of the proposed amendment is given at least five (5) days prior to the meeting at which the amendment will be considered.
    2. The By-laws of the Corporation may not be altered in such a way as to make any purposes or execution of such purposes illegal under Federal, State or Local law or the original Articles of Incorporation.
  2. Adoption and Effective Date
    1. Any Amendments to these By-laws approved in the manner prescribed above will become effective immediately unless otherwise specified in the resolution to approve said Amendments.
    2. Properly adopted amendments supercede any and all previous By-laws and all resolutions inconsistent herewith.
  3. Distribution of By-laws
    1. A copy of the most current By-laws must be distributed by the Secretary to all newly elected or appointed Directors or Officers within sixty (60) days of their election or appointment.
    2. A copy of amended By-laws will be distributed by the Secretary to all Officers and Directors within sixty (60) following the adoption of any amendments.
    3. Members of the Corporation or members of the public must be provided with a copy of the By-laws by the Secretary within ten (10) days of a written request being made to any Officer of the Corporation.

Motion Amending By-laws of The Gay Lesbian Bisexual Transgender Community Center of Utah.Utah Pride Center

Adopted on January 23, 2006July 11, 2011

Be it known that on the 23rd day of January, 200628th day of September, 200911th of July, 2011, at a duly and properly scheduled meeting of the Governing BoardBoard of Directors, wherein a quorum was present, upon motions made and passed, the Corporation’s By-laws were amended. The preceding By-laws are a complete and accurate amended copy of those motions.

  1. Certification by Officers

We, the undersigned, President and Secretary of the above-named Corporation, hereby certify that the attached By-laws are duly amended and adopted on January 23, 2006.on September 28, 2009July 11, 2011.

President: ____________________________

Secretary: ____________________________

 

Supplemental Documents:

“Standard Operation Procedures for The Center” (a.k.a. Board of Directors Reference Manual, Policies and Procedures)

“Personnel Policies of The Center”

 

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