The Diversity Center By-Laws

The By-laws of The Diversity Center.
The Santa Cruz Lesbian, Gay, Bisexual & Transgendered Community Center.
Adopted 11-07

Article I: Name and Principle Executive Office

Section 1 Name

The name of this Corporation is The Santa Cruz Lesbian, Gay, Bisexual & Transgendered Community Center, "Doing Business As" (DBA) The Diversity Center, hereinafter referred to as "The Center." This corporation serves the Lesbian, Gay, Bisexual and Transgendered community of Santa Cruz County.

Section 2 Principal Executive Office

The principal executive office of The Center shall be in the County of Santa Cruz, State of California.

Section 3 Change of Address

The County of The Center's principal office can be changed only by amendment of these Bylaws and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall be deemed an amendment of these Bylaws.

Section 4 Other Offices

The Center may also have other offices at such other places within or without the State of California, where it is qualified to do business, as its business may require and as the Board of Directors may designate.

Article II: Purpose

1.To promote educational, recreational, and social activities and services directed at furthering the well being, development, health, safety, and unity of the gay, lesbian, bisexual and transgendered community and its supporters.
2.To rent, own, or lease suitable real estate, buildings, and any other personal property, which is deemed necessary for its purposes. To enter into, make, perform and carry out contracts of any kind, for any lawful purpose, without limit as to amount.

Article III: Nonpartisan Activities

The Center has been formed under the California Non-Profit Public Benefit Corporation law for the purposes described above, and it shall be non-profit and non-partisan. No substantial part of the activities of The Center shall consist of the publishing and or disseminating of materials with the purpose of attempting to influence legislation; or participating and or intervening in any political campaign on behalf of any candidate or measure being submitted to the people for vote.

Article IV: Board of Directors

Section 1 Corporate Powers

The corporate powers shall be vested in a Board of Directors, hereinafter referred to as the "Board," which shall manage the affairs of The Center.

Section 2 Qualification of Directors

Notwithstanding any other provision of these Bylaws, no persons serving on the Board may be interested persons. For of this Section, interested person mean: any person currently being compensated by The Center for services rendered it within the previous twelve (12) months, whether as an employee, independent contractor, or otherwise.

Any person seeking election to the Board must attest to having read the Center's bylaws and board member requirements and understand the responsibilities of becoming a Board member. If a nominee cannot so attest, then the election of that prospective member shall be postponed until such time that he or she does attest.

Section 3 Number and Quorum of Directors

The Directors shall be composed to ensure a reasonable balance among gender identities and minority status whenever possible and will number no less than

1.The four Officers of the Board; plus

2.At the serving Board's discretion one Representative from each of the Standing Board Committees may be appointed to the Board, plus

3.Three, at-large Directors.

A quorum at any meeting of the Board shall consist of a simple majority of the current number of Directors and shall include at least two of the Officers.

Section 4 Election and Tenure of Directors

Election

Directors shall be divided into two classes, as nearly as equal in number as possible. Each class of directors shall be elected for staggered two-year terms with the term of office of the directors of the first class to expire at the next succeeding annual meeting and the term of the second class to expire at the second succeeding annual meeting. At each annual meeting after such classification, a number of directors equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office.

Tenure

Directors may serve no more than two full consecutive terms. Any director who has served two consecutive terms is eligible for re-election one year after expiration of the previous term.

Section 5 Vacancies in the Board of Directors

  • (a)Any vacancy on the Board shall be filled by election by the Board at a regular or special Board meeting by a simple majority of two-thirds vote of the remaining members of the Board of Directors, even if such two-thirds is less than a quorum.
  • (b)A director appointed to fill a facancy shall serve for the unexpired term of his or her predecessor in office. Any vacancy on the Board shall be filled by election by the Board at a regular or special Board meeting.
  • (c)A Director's position may be delcared vacant by vote of the remaining Directors if a Director is absent at two (2) consecutive, regularly scheduled Board meetings, or at a total of five (5) regular meetings during a term. A vacancy may also be declared upon a Director's resignation.

Section 6 Removal of Directors

The Board of Directors may, by resolution passed by two-thirds of the directors, remove any Officer or Director at any time, with or wihtout cause after providing fifteen (15) days written notice by certified notice to that person.

Failure to attend two consecutive meetings of the Board without excuse or notice shall constitute cause for removal, subject to ratification by the Board.

Section 7 Meetings

The Board shall attempt no less than one (1) regular meeting per month which are announced in a public forum. Special meetings may be requested by any Board Member, and called by the President of the Board. All Board members shall be given reasonable notice of special meetings, personally, by telephone, electronic means or by mail.

The Board meetings shall be open to the public except for closed executive sessions regarding personnel, discussion of nominees to the Board or litigation matters.

Section 8 Decision-Making Policy

The basic decision-making process of the Board shall be to achieve consensus whenever possible. Formal action by the Board must be by simple majority vote, unless specified otherwise in the Bylaws. The board may adopt such rules and procedures as it deems appropriate which are not in conflict with the law or the Bylaws of The Center in regards to the decision-making policy.

Section 9 Powers and Duties of the Board of Directors

The powers and duties of the Board shall be to conduct and document the affairs and business of The Center and its properties, and to make such rules and regulations as they may deem necessary which are not inconsistent with the law, the Articles of Incorporation, or the Bylaws.

Section 10 Committees

The Board shall have the power to establish and to dissolve standing and special Committees for the advancement of the purposes of The Center.

Section 11 Directors Compensation

Directors shall serve without compensation. They shall be allowed reasonable reimbursement for expenses incurred in the performance of their regular duties.

Section 12 Non Liability of Directors

The Directors shall not be personally liable for the debts, liabilities, or other obligations of The Center.

Article V: Officers of The Center

Section 1 Officers

The four officers of The Center are: President of the Board, Vice-President, Secretary, and Treasurer.

Section 2 Election and Tenure of Officers

The four officers of The Center; President, Vice-President, Secretary, and Treasurer shall be elected by a majority vote of the Directors then present by written ballot, at the Annual meeting and shall assume their duties at the close of the meeting.
No one person shall hold more than one office at the same time.
The President, Vice-President, Secretary and the Treasurer's term shall be one (1) year.
The officers of the Board shall not serve more than three (3) consecutive terms without hiatus.

Section 3 Removal of Officers

Refer to "Removal of Directors", Article IV, Section 6.

Section 4 Duties of Officers

1.President: Shall have general executive supervision of the business of The Center, the implementing of the directives from the Board, setting agendas for Board meetings and the exercising of powers delegated by the Board. The President shall represent The Center in all public matters unless he/she designates a representative. The President may countersign checks. In addition, the President shall perform those powers, duties, and obligations the law requires to be performed exclusively by the President, consistent with the provisions of these Bylaws.

2.Vice-President: Shall perform such duties as the President shall direct and in the absence or disability of the President, assume the duties of the President.

3.Secretary: Shall be responsible for keeping a full and accurate record of all proceedings of the Board, maintaining files of all reports of Officers and Committees of The Center, and keeping a file of the Articles of Incorporation and the Bylaws with all amendments duly recorded to be kept on hand at all Board meetings and shall be responsible for maintaining a list of all members. The Secretary shall be responsible for making the minutes and records available to all Directors upon request. The Secretary shall be responsible for furnishing Committees with any corporate documents needed for the performance of their duties. The Secretary shall be responsible for also sending out all meeting notices, including the proposed agenda for each meeting, and shall be responsible for preparing the official correspondence for the Board, as they may direct. The Secretary may countersign checks.

4.Treasurer: Shall be responsible for receiving for The Center all donations, fees and other moneys given to The Center and shall be responsible for holding such moneys in safekeeping as directed by the Board. The Treasurer shall be responsible for ensuring that accurate records are kept of the finances of The Center and all documents relating thereto. The Treasurer shall be responsible for making a full financial report at each Board meeting and such interim reports as the Board may require. The Treasurer shall be responsible for disbursing, or cause to be disbursed, the funds of The Center as may be directed by the Board, taking proper vouchers for such disbursements. The Treasurer may countersign checks.

Article VI: General Membership

Section 1 Qualification, Rights, and Requirements of Membership

Any individuals who support the purposes set for in Article II of these Bylaws and is willing to contribute efforts toward these aims may become a member of this Community Center.  Except as expressly provided in or authorized by the Articles of Incorporation or Bylaws of this Corporation, all members shall have the same rights, privileges, restrictions, and conditions. 

Section 2 Number of Members

There is no limit to the number of members the Center may recognize.

Section 3 Maintenance and Release of Membership and Mailing Lists

1.The Corporation shall keep a mailing list containing the names and addresses of each member. Such list shall be maintained by the Secretary or a designated person by the Secretary and shall be available for inspection by any Director of the Center during regular business hours, except as restrictions in (2) may apply.

2.Any membership or mailing list established under the authority of the Center shall remain confidential and may not be disclosed to any other group or organization, except as follows: Use of such lists shall be restricted to persons specifically authorized by the Board , and to purposes of determination of eligibility, and mailings and notices as authorized by the Board.

Section 4 Non-Liability of Membership

A member of this Corporation is not, as such, personally liable for the debts, liabilities, or obligations of this Corporation.

Section 5 Termination of Membership

1.The membership of a member shall terminate upon the occurrence of any of the following events:
  • (a)Upon the member delivering notice of such termination to the President or Secretary of the Corporation personally or by mail; such membership to terminate on the date of delivery of the notice or date of deposit in the mail.
  • (b)Upon a determination by the Board that the member no longer meets the requirements for membership pursuant to Article VI.
  • (c)Upon a determination by the Board that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the Corporation.
2.Procedure for Termination following the proposal that a member should be expelled:

  • (a)A written notice shall be transmitted personally, by registered or certified mail to the member's last address as shown on the Corporation's records, proposing expulsion, the effective date, and the reasons therefore. Such notice must state the specific grounds and facts upon which th eproposed expulstion is based and state the right to appeal. The member must be provided with any known written material and documents relevant to the expulsion. The member has the right to appeal the expulsion within 14days. Failure to appeal within this time frame shall make the proposed expulsion final and conclusive.

  • (b)Upon receipt of the appeal the Board shall order a hearing, setting a time and place mutually convenient to the Board and the member. The hearing will be held by the Board in accordance with the quorum and voting rules set forth by these Bylaws applicable to the meetings of the Board. The member shall have the right to appear in person and to present his/her own defense. A representative of the Board shall first present its witnesses and evidence to sustain the expulsion; the member will then present his/her witnesses and evidence to rebut the expulsion. Witnesses may be cross-examined. Any witness in the proceeding shall be barred from the Board's final deliberations. The board in executive session shall render its judgment as soon as possible after the conclusion of the hearing and in no event greater than 10 days. Failure of the member to appear at the hearing shall be deemed a withdrawal of her/her appeal and the expulsion shall be hpheld. The Board, upon a showing of good cause by the member, may grant her/her request to reinstate the appeal and conduct a hearing.
3.Rights on Termination of Membership: All rights of a member in the Corporation shall cease upon expulsion. Section 6 Ammendments Resulting in the Termination of Membership.
Notwithstanding any other provision of these Bylaws, if any amendment of the Articles of Incorporation or of the Bylaws of this Corporation would result in the termination of all memberships, then such an amendment or amendments shall be effective in accordance with the provisions of Section 5342 of the California Nonprofit Benefit Corporation Law.

Article VII: Membership Meetings

Section 1 Place of Meetings

Meetings shall be held at the principal office of the Center, or at such place(s) as may be designated by the Board.

Article VIII: Amendments to these Bylaws

Section 1 Amending the Bylaws

These Bylaws may be amended by a two-thirds (2/3) majority vote of the Board present at any monthly board meeting or any special meeting.

Section 2 Submission of Amendments

Any proposed amendment must be submitted in writing by a Director of The Center at a regular or special meeting of the Board. Said amendments shall be considered at the next regular or special Board meeting. Three weeks prior to the vote on the amendments the proposed changes must be made available to the Board in its entirety to read. Such method may be by mail or electronic means.

Section 3 Effective Date

Amendments shall become effective immediately upon adoption, unless specified otherwise.

Article IX: Indemnification of Directors and Officers and Insurance

 

Section 1 Each Director or Officer now, or hereafter, serving.

The Center and each person who at the request of, or on the behalf of, The Center is now serving, or hereafter serves, as a Director, and their heirs, executors and administrators or each of them, shall be indemnified by this Community Center against all costs, expenses, judgments and liabilities, including attorney fees reasonably incurred or imposed upon him/her in connection with, or resulting from, any action, suit or proceeding, civil or criminal, in which she/he is, or may be made, a party by reason of an action alleged to have been taken or omitted by her/him as such Director or Officer, whether or not she/he is a Director or Officer at the time of incurring such costs, expenses, judgments and liabilities, (except as to matters which she/he shall be adjudged, without right of further appeal, in misconduct in the performance of her/his duty as such Director or Officer). Such indemnification shall be made with respect to adjudication's 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.

Section 2 The Board of Directors.

Must authorize the purchase and maintenance of insurance on behalf of any agent of The Center (including a Director, Officer, employee or other agent of The Center) against any liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not The Center would have the power to indemnify the agent against such liability under the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law. This insurance includes Center liability insurance as well as Director and Officers insurance.

Article X: Execution of Instruments, Deposits and Funds

Section 1 Execution of Instruments.

The Board, except as otherwise provided in these Bylaws, may by resolution authorize any Officer or agent of The Center to enter into any contract or execute and deliver any instrument in the name of and on behalf of The Center, and such authority may be general or confined to specific instances, as well as for an indefinite, or specific period of time. Unless so authorized, no Officer, agent, or employee shall have any power or authority to bind The Center by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 2 Checks and Notes.

Except as otherwise specifically determined by resolution of the Board, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of The Center shall be signed by the Treasurer or designee and countersigned by another Officer of The Center, or, as exception, by any two Officers of The Center with notification of such transaction delivered to the Treasurer or designee within twenty-four (24) hours.

Section 3 Deposits.

All funds of The Center shall be deposited from time to time to the credit of The Center in such banks, trust companies, or other depositories as the Board may select, and, in the event that such a transaction would be made by any person other than the Treasurer or designee, with notification of such transaction delivered to the Treasurer or designee within twenty-four (24) hours.

Section 4 Gifts.

The Board may accept on behalf of The Center any contribution, gift, bequest, or devise for the charitable or public purposes of this Center.

Article XI: Corporate Records, Reports and Seals

Section 1 Maintenance of Corporate Records.

The Center shall keep at its principal office or other designated facility in the State of California: (1). Minutes of all meetings of Directors, and Committees of the Board. ( 2). Adequate and correct books and records of accounts, including accounts of its properties, and business transactions, and accounts of its assets, liabilities, receipts, disbursements, gains and losses. (3). A copy of the "The Corporation Center's Articles of Incorporation and Bylaws" amended to date, which shall be open to inspection by the public at all reasonable times during office hours.

Section 2 Corporate Seal.

The Board may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of The Center. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

Section 3 Directors' Inspection Rights.

Every Director shall have the absolute right at any time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of The Center.

Section 4 Annual Reports.

The Board shall cause an annual report to be furnished no later that one hundred and twenty (120) days after the close of The Center's fiscal year to all Directors of The Center and to any person who request it in writing, which report shall contain the following information in appropriate detail:

1.The assets and liabilities, including the trust funds, of The Center as of the end of the fiscal year.

2.The principal changes in assets and liabilities, including trust funds, during the fiscal year.

3.The revenue or receipts of The Center, for both unrestricted and restricted purposes, for the fiscal year.

4.The expenses or disbursements of The Center, for both general and restricted purposes, during the fiscal year.

The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized Officer of The Center that such statements were prepared without audit from the books and records of The Center.

Article XII: Fiscal Year

The fiscal year of The Center shall begin on January 1 and end on December 31 in each year.

Article XIII: Prohibition Against Sharing Corporate Profits and Assets

 

No Director, Officer, employee, or other person connected with this Center, or any private individual, shall receive at any time any of the net earnings profit from the operations of The Center, provided, however, that this provision shall not prevent payment to any such person or reasonable compensation for services performed for The Center in affecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of The Center. The Board of The Center shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of The Center, whether voluntarily or involuntarily, the assets of The Center, after all debts have been satisfied, shall be distributed as required by the Articles on Incorporation of this Center and not otherwise.

Article XIV: Dedication of Assets

The properties and assets of this non-profit Center are irrevocably dedicated to charitable purposes. No part of the net earnings, properties or assets of this Center, on dissolution or otherwise, shall inure to the benefit of any private individual, or any Director of this Center. On liquidation or dissolution, all properties, assets, and obligations shall be distributed and or paid over to an organization, or organizations, dedicated to the purposes of charitable services to the lesbian, gay, bisexual and transgendered community, provided that the organization, or organizations, operate within the confines stipulated in Article II and continues to be dedicated to exempt purposes as specified in Internal Revenue Code Section 501c(3).

Written Consent of Directors Adopting Bylaws We, the undersigned, are all the persons named as the standing Directors in the Articles of Incorporation of the Santa Cruz Lesbian and Gay Community Center, a California Nonprofit Corporation, and, pursuant to the authority granted to the Directors by these Bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing Bylaws, consisting of 12 pages, as the Bylaws of this Center.

Article XV: Employment and Firing of Executive Director

Section 1 Appointment.

The Board shall employ an Executive Director to carry out the administration of Board policy and programs, and the Board shall have the power to remove the Executive Director.

Section 2 Responsibilities.

The Executive Director shall be the Chief Administrator and Chief Operating Officer of the Center, responsible for administering the total operations of the Center and reporting to the Board of Directors. The Executive Director shall have such other powers and perform such other duties as may be provided by the Board of Directors through the President.

Appendix: Document History

  1. February 6, 1989 Original document
  2. 9/18/1990 amended
  3. 10/20/1992 amended - bi added
  4. 10/19/1993 amended - trans added
  5. 10/10/95 amended
  6. 12/21/95 amended
  7. 1/9/96 amended membership reinstated
  8. 12/13/99 Co-Chair deleted
  9. 12-11-2001 Article 1, Section 1Diversity Center name added; Article IV, Section 2 New board members must read bylaws and requirements prior to election;Article IV, Section 3 Board representation from standing committees made optional;Article VII, Section 6 Quorum for meetings changed to 5% of membership; Article VIII, Section 1&2 Clarification on amending the Bylaws;Article X, Section 2 Board required to purchase insurance.
  10. 2003 a. Non-substantive but extensive clarifying changes throughout.
    Article IV, Section 3 description of "ideal" Board materially updated; Article IV, section 4 Board members' term of office changed to begin "at the meeting's close" instead of "upon election"; Article IV, Section 6 adds procedure added for board director's removal; Article IV, Section 7 adds email as a method of Board communication; emphasizes that executive sessions are "closed"; that discussion of potential Board nominees are conducted within executive sessions c.Article V, Section 1 increases number of officers to 4 by inclusion of Vice-President; Article V, Section 2 conforms this section to Article IV, Section 4; Article V, Section 4 add duties of Vice-President; adds permission to delegate tasks to the Executive Director where appropriate. Article V1, Section 3 Preserves members' privacy by banning release of personal information except as the Board may authorize; Article VI, Section 5 clarifies due process rights when proposing termination of membership rights. Article VII, Section 5 adds voting qualification by prescribing a 30 day waiting period. f. Article X deleted as extraneous, renumbers subsequent articles respectively X through XIV. g. Article XIV recognizes that the by-laws are a living document by substituting "standing" for "initial" in reference to the Board
  11. 3/2004. Elimination of direct election of board members by the membership in favor of election to the board by directors.
  12. 10/11/2005
    Revised term of directors to 2 consecutive full terms (the practical effect is to limit a continuous period of office to one day short of 6 years). Term of office changed from 1 year to 2 years. Changes general election of directors to alternating years of approximate equal number of directors. Changes filling of any vacancy to the term of office of last exiting director for the purpose of maintaining the balance of directors whose terms expire in alternate years. Revises removal of directors/officers to a simplified form. Changes election of directors to permit voting of new directors by two-thirds of directors present, absent a quorum. Adopts a new Article dealing with the hiring and firing of the Executive Director and the duties of the Executive Director. The President is empowered by the Board to direct the Executive Director.

______________________________________________________________

Jane R. Scwickerath, President, Board of Directors

_______________________________________________________________
Kathy Manus, Secretary

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Sandra Sandoval, Treasurer


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