AFFA Bylaws

ARTICLE I - NAME, PURPOSE

Section 1. Name: The name of the organization shall be ALLIANCE FOR FULL ACCEPTANCE, hereinafter referred to as "AFFA".

Section 2. Purpose: The purpose of AFFA is To eliminate prejudice and secure social justice and civil rights for gay, lesbian, bisexual and transgender people.

ARTICLE II – MEMBERSHIP

Section 1. Membership: Membership is open to individuals over the age of twenty-one (21) who support the purpose of AFFA as identified in Article I, Section 2.

Section 2. Requirements for Membership: To become a member of AFFA, an individual must:
A. Submit a completed membership application form accompanied by the appropriate dues.
B. Agree to respect and serve the mission/purpose and abide by the operating principles and policy of confidentiality.

Section 3. Rights of Members: All members in good standing are entitled to:
A. Be eligible for election to the Board of Directors.
B. Receive publications, notices and member communications.
C. Attend all AFFA functions at the member rate, when required, when proper reservation procedures have been followed.
D. Request that a subject be added to the agenda for the next scheduled meeting of the membership. Such requests should be submitted in writing ten (10) calendar days before the meeting.
E. All other rights and privileges as granted to the membership by the Board of Directors.

Section 4. Revocation of Membership:
A. Membership may be revoked for any reason deemed appropriate by a consensus of the Board of Directors. Member must be given written notice of the reasons for the revocation. Dues are not refundable upon revocation of membership.
B. Revocation of membership may be appealed to the Board of Directors if submitted in writing to the Secretary within ten (10) days of the effective date of the revocation. The revocation may be reversed by a consensus of the Board of Directors.

Section 5. Dues: Annual membership dues are payable on or before membership anniversary date.
A. Dues are payable to AFFA.
B. The amount of dues for memberships shall be established by the Board of Directors.
C. A member whose dues have not been paid by thirty (30) days past the member’s anniversary date shall no longer be considered a member in good standing.

Section 6. Honorary Memberships: An honorary membership can be awarded at the discretion of the Board of Directors. Honorary members are entitled to all rights and privileges of membership except voting and holding office.

ARTICLE III - BOARD OF DIRECTORS

Section 1. Board Role, Size, Compensation: The Board is responsible for overall policies, standards and direction of AFFA including its day-to-day operations and committees. The Board is vested with full power and responsibility to conduct all corporate affairs of AFFA and to conduct all other matters as are delegated to it by these Bylaws. The Board shall have up to fifteen and not fewer than five members. The Board receives no compensation other than reasonable expenses.

Section 2. Meetings:
Robert’s Rules of Order, Newly Revised shall be the parliamentary authority whenever applicable.
A. The Board shall meet at least quarterly, at an agreed upon time and place. Special meetings of the Board may be called by the President or by petition from five (5) of its Directors.
B. Quorum. A quorum must be attended by at least fifty (50) percent of the Board members before business can be transacted or motions made or passed.
C. Notice. A regular Board meeting requires that each Board member have written notice two weeks in advance. A special meeting requires that each Board member have advance notice of forty-eight (48) hours; such notice may be given by telephone or email.
D. Attendance. Board members are required to attend all meetings of the Board. Failure to attend two (2) out of three (3) consecutive scheduled meetings of the Board of Directors, without President’s approval, shall be considered grounds for immediate removal of a Director from the Board of Directors pursuant to Section 33-31-840 (I) of the South Carolina Nonprofit Corporation Act. A director may be removed by a vote of a consensus of the Directors then in office.

Section 3. Board Elections: Election of new directors or election of current directors to a second term will occur as the first item of business at the last regular Board of Directors’ meeting before the end of the fiscal year. See Article VI, Section 1 for bylaws governing Board elections.

Section 4. Terms: All Board members shall serve three (3) year terms and are limited to no more than two (2) consecutive terms, with the exception of the members of the founding Board which shall be permanent. Terms shall commence at the beginning of the meeting next following their election.

Section 5. Officers, Duties and Term:
A. There shall be five officers of the Board consisting of a President, Vice President, Secretary and Treasurer which make up the Executive Committee. The immediate past President shall serve as an ex-officio (non-voting) member of the Executive Committee for a period of one (1) year.

B. Duties of the officers are as follows:
The President shall:
1. Convene regularly scheduled or special Board and Executive Committee meetings
2. Preside or arrange for other members of the executive committee to preside at each meeting in the following order: Vice-President, Secretary and Treasurer
3. Appoint chairpersons for standing or special committees
4. Act as AFFA’s official spokesperson to media, policy makers and public
The Vice-President shall:
1. Assume responsibilities of the President in the President’s absence
2. Chair the nominating committee
3. Act as parliamentarian for AFFA
4. Chair committees on special subjects as designated by the Board
5. Appoint a sergeant-at-arms if necessary
The Secretary shall
1. Handle all correspondence as directed by the Board
2. Record the minutes of all Board and membership meetings as may be necessary
3. Provide all Board members with copies of the minutes of the previous Board meeting
4. Make all minutes available to members upon request
5. Arrange through the Executive Director for member notification of all membership meetings
6. Review on at least annual basis the membership records kept by the Executive Director
The Treasurer shall:
1. Receive, deposit and account for funds of AFFA
2. Approve unbudgeted expenditures under two hundred dollars ($200.00)
3. Provide a monthly financial report to the Board, including a statement of revenue and expenditures
4. Chair the Finance committee
5. Propose an annual budget for approval of the Board
6. Prepare and provide to the Board a year-end balance sheet and income/expense statement
7. Coordinate compliance with all local, state and federal government filings and regulations, including IRS requirements

C. Terms of the officers shall be three (3) year terms and may serve no more than two (2) consecutive terms unless they are from the founding board. The immediate past president shall serve as an ex-officio (non-voting) member of the Executive Committee for a period of one (1) year.

Section 6. Vacancies: When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary one week in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.

Section 7. Resignation, Termination and Absences: Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has unexcused absences for two (2) out of three (3) consecutive regularly scheduled Board meetings. A Board member may be removed for other reasons by a consensus vote of the remaining Directors.

Section 8. Indemnification of Directors and Officers: Pursuant to 33-31-850 ET seq. Of the South Carolina Nonprofit Corporation Act, AFFA shall indemnify, defend and hold harmless AFFA’s officers and directors to the fullest extent permitted by the Act. This plan of indemnification shall constitute a binding agreement of AFFA for the benefit of the officers and directors as consideration for their services to AFFA, and may be modified or terminated by the Board only prospectively.

ARTICLE IV – COMMITTEES

Section 1. Creation and chairs: The Board may create standing and special committees as needed, such as Membership, Fundraising, etc. The Board President appoints all committee chairs.

Section 2. Executive Committee: The five officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.

Section 3. Finance Committee: The Treasurer is chair of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. The Board or the Executive Committee must approve any major change in the budget. The fiscal year shall be July 1 to June 30. Monthly reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public.

Section 4. Nominating Committee: The Vice-president is chair of the Nominating Committee, which includes three other Board members. The Nominating Committee is responsible for the nominating and election procedures described in Article V, Sections 1 and 2.

ARTICLE V – ELECTION PROCEDURES

Section 1. Board of Directors:
A. The Board of Directors will be charged with creating a list of needed skills of new Board members, as well as names of individuals, which may meet the criteria.
B. The nominating committee will research those names and criteria and will determine each individual’s willingness to serve and will present the proposed slate to the Board.
C. The Board will vote and reach TQM consensus on new board members.
D. The Board, by special election, may add board members outside the cycle described above in order to meet specific needs or fill vacancies.
Section 2. Officers/Executive Committee:
A. The offices of president, vice-president, secretary and treasurer of AFFA make up the members of the Executive Committee. The immediate past president is an ex-officio member (non-voting) member of the Executive Committee for one year following his/her term as President.
B. Nominees for president, vice-president, secretary and treasurer shall be current members of the Board of Directors.
C. The nominees must consent to be nominated and to accept the responsibilities and duties of an officer.
D. The chair of the nominating committee will submit a proposed slate of officers to the Board of Directors at the regular Board meeting in May or when applicable.
E. The nominating committee will propose a slate of officers to the Board of Directors who may add to, subtract from and vote on the final slate. The Board will vote and reach TQM consensus on new board members.
F. The chair of the nominating committee will present the results to AFFA members-at-large at the next regularly scheduled program meeting.

ARTICLE VI – AMENDMENTS

Section 1: These Bylaws may be amended when necessary by a TQM consensus of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.

ARTICLE VII – CONFIDENTIALITY

Section 1: All members, guests, candidates for membership, merchants and service personnel with whom AFFA has business or any other association, shall have the right and privilege of declaring that his or her name and/or identifying information shall be held in confidence by AFFA.

Section 2: No membership records maintained by AFFA shall be made available to or be used by any individuals, businesses or organizations for any purpose other than AFFA, Board-approved business.

Section 3: Members of the Board of Directors shall be encouraged, but not required, to release their names to non-members, relevant to the needs and goals of AFFA. It shall be the policy of AFFA to have at least eighty (80) percent of the Board members who are willing to be so identified.

ARTICLE VIII – IRS STATUS

Section 1: Not withstanding any other provisions of these articles, the purposes of which the corporation is organized are exclusively religious, charitable, scientific, literary, and educational within the meaning of 501(c)(3) of the internal Revenue Code of 1986 of the corresponding provision of any future United States Internal Revenue Law.

Section 2: Not withstanding any other provisions of these articles, this organization shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under section 501(c)(3) of the internal Revenue Code of 1986 of the corresponding provision of any future United States Internal Revenue Law.

Section 3: Upon dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the internal Revenue Code of 1986 of the corresponding provision of any future federal tax code, or shall be distributed to the federal government, or to a state or local government for a public purpose. Any such assets not so disposed of shall be disposed of by Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated for such proposes.

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James Redman-Gress, Treasurer