Bylaws of Dignity/NY
Article 1. NAME.
Section 1.1. This organization shall be known as DIGNITY/NY.
Section 1.2. DIGNITY/NY, Inc. is incorporated under the laws of the State of New York as a not-for-profit corporation. It is affiliated with, and is a Chapter of, DIGNITY/USA, Inc.
Article 2. PURPOSE.
Section 2.1. The Purpose of DIGNITY/NY derives from and fully incorporates the Statement of Position and Purpose of DIGNITY/USA.
Section 2.2. In service of this Purpose, we shall work to help reinforce the self-acceptance and sense of dignity of lesbian, gay, bisexual and transgender [lgbt] persons, to encourage them to become more active members of the Roman Catholic Church and of Society, and to help them work through education and legal reform for justice and the social acceptance of lgbt people. < Revised October 2001.>
Article 3. MEMBERSHIP.
Section 3.1. All persons who subscribe to the Statement of Position and Purpose of DIGNITY/USA shall be eligible for membership in DIGNITY/NY.
Section 3.2. All persons whose dues are current, or who have been accepted for membership by the governing body of DIGNITY/NY, shall be deemed members in good standing.
Section 3.3. Members in good standing shall be Electors of the organization unless the governing body of DIGNITY/NY shall, by Resolution, establish a non-voting category of membership.
For the purposes of this Section, the Elections Committee shall determine, upon consultation with the Membership Chairperson, the current standing of Electors.
Article 4. GOVERNANCE.
Section 4.1. The organization shall be governed by a Steering Committee which shall consist of nine (9) persons of equal rank, elected at-large, any five of whom or – if fewer than nine are qualified and elected – a Quorum of 50% plus one person (but not less than three persons) may conduct the business of the Chapter at regularly scheduled meetings. They are authorized to increase their number as they deem necessary to conduct the business of the Chapter, and to fill vacancies as these occur, by a simple majority of the whole Committee; and they are authorized to expel individuals from their number for cause by a two-thirds majority of the whole Committee. Any increase in the size of the Committee shall increase the Quorum requirement by one person for each two persons added. Any decrease in the size of the Committee shall reduce the Quorum requirement by one person for every two persons by which the membership of the Committee is reduced – but in no case shall the Quorum be less that three members of the Committee. <Revised October 1998.>
Section 4.2. The Steering Committee shall act to advance the goals embodied in the Statement of Position and Purpose of DIGNITY/USA, and to act in the best interests of the DIGNITY/NY community. It shall not act for the pecuniary gain, profit or financial advantage of any member, representative or agent of the organization except as permitted under the Not-for-Profit Corporation Law of the State of New York.
Section 4.3. The mandate of the Steering Committee to conduct the business of the Chapter is constrained only by the injunction that its actions always be in good faith toward the best interest of the whole community and be consistent with the Statement of Position and Purpose of the organization.
Section 4.4. The Electors of DIGNITY/NY may review the actions of the Steering Committee, including those that affect the composition of the Committee, in the manner specified in Section 9.2, below.
Article 5. FUNCTIONS OF STEERING COMMITTEE MEMBERS.
Section 5.1. This document envisions the Steering Committee as a community of equals. Notwithstanding the equality of rank of the members of the Committee, these By-Laws recognize the occasional necessity of distinguishing between the members of the Committee in a functional manner.
Section 5.2. To facilitate the smoother functioning of the organization, and for the conduct of its business in a manner consistent with the practices of not-for-profit organizations in our society, the Steering Committee shall designate:
(a) several of its own members to execute legal documents and act as signatories on bank documents and checks drawn against account/s of the organization;
(b) one person to maintain the financial records of the organization;
(c) one person to receive and transmit communications on behalf of the organization, maintain the Minute Book and Permanent Record, and to affix the Corporate Seal when directed to do so by the Steering Committee; and
(d) a Facilitator to set the agenda and chair its regular meetings. This document envisions but does not require that this function will be rotated among the members of the Committee on a regular (monthly) basis.
Article 6. WORKING COMMITTEES; INTEREST GROUPS.
Section 6.1. The Steering Committee may authorize the creation or dissolution of various groups such as Committees, Sub-Committees and/or Special Interest Groups within the organization to facilitate the conduct of the business of the Chapter and/or implementation of the goals embodied in the Statement of Position and Purpose.
Section 6.2. Membership in such groups shall be open to all members of the Chapter or persons who have engaged in the work of the group according to criteria established by the group, itself. Voting members of such groups shall be those who have attended three regular meetings of the group during the previous twelve months, or who have engaged in the work of the group on a regular basis.
Section 6.3. Meetings of authorized groups shall be conveniently located, announced in advance as to time and place, and shall be open to all members of the Chapter and to all members of the group.
Section 6.4. All groups authorized under Section 6.1 shall establish their priorities and regularly report on their activities to the Steering Committee using the reporting criteria established by the Steering Committee.
Article 7. TERM OF OFFICE.
Section 7.1. Persons elected to the Steering Committee, and those acting as Facilitator or Convenor of groups authorized under Section 6.1, shall serve until their successors be qualified and elected (or appointed, as appropriate to the position), and may succeed themselves unless removed for cause.
Section 7.2. Terms of office for all elected leadership positions on the Steering Committee shall begin on November 1 and conclude on October 31 two years later, unless otherwise stated in these By-Laws. Up to five people will be elected in years ending in an odd number, and up to four people will be elected in years ending in an even number. All appointed positions on the Steering Committee expire at the end of one year; namely, on the first day of the calendar month following the conclusion of the annual Chapter elections. < Revised October 2001.>
Article 8. ELECTIONS.
Section 8.1. All persons wishing to hold leadership positions within DIGNITY/NY shall stand for election or reelection during the month of elections; or, if the position they seek was created under Section 6.1, they will seek appointment or reappointment by the Steering Committee, or election or reelection by the members of the appropriate group if this is the traditional route for the group in question, after the annual elections are concluded. However, members of the Steering Committee shall stand for election every second year. < Revised Octo-ber 2001.>
Section 8.2. The date of the annual elections shall be the third Sunday after Labor Day. This document envisions, but does not require, that the newly-elected members of the Steering Committee and the second-year Steering Committee members will meet in a retreat setting to begin planning for the new fiscal year. < Revised in October 1996 and again in October 2001.>
Section 8.3. All elections for the Steering Committee shall be conducted by an Elections Committee. The Steering Committee, upon election, will oversee the annual elections or appointment processes for all other leadership positions within DIGNITY/NY.
Section 8.4. The Elections Committee will consist of three members of the Chapter, none of whom shall be standing for election.
Section 8.5. Any person who has been a member of DIGNITY/NY (or DIGNITY/USA) for one year within the month of election, and who has not been removed from any position within the organization for cause, may stand as a candidate for the Steering Committee upon submission of a valid Petition of Nomination. The Elections Committee shall accept as valid any Petition of Nomination signed by ten (10) members in good standing so long it has been received before commencement of the Candidates' Forum.
Section 8.6. Persons removed from any position within the Chapter for cause may stand again for election or appointment if and as specified in the Resolution of Removal, or three years after their removal if no period is specified during removal.
Section 8.7. The Elections Committee shall conduct a Candidates' Forum approximately two weeks prior to the date of the annual elections. All candidates for election to the Steering Committee should be encouraged to participate.
Section 8.8. A Notice of Elections will be mailed to all members in good standing two weeks prior to the Candidate's Forum. Since this notice is to be mailed before the nominations are closed, candidate names and statements need not be included in this notice. The mailing shall inform the membership of the date, time and place of the Candidates' Forum; the date, time and place of the annual elections; and the procedures that must be followed for voting by Absentee Ballot.
Section 8.9. The Quorum for a valid election shall be twenty percent (20%) of the membership.
Section 8.10. The members of the Steering Committee shall be those who receive the highest majority of valid votes cast during the annual elections. If there is a tie for any seat on the Steering Committee, or any seat on the Committee is in doubt for any reason after the ballots have been counted, then the members of the Committee whose e-lection is clear and the members who have not completed their current term – if they be five or more – shall, themselves, resolve the issue of the contested seats. <Revised October 2001.>
Section 8.11. If there is clear election which results in having fewer than five Steering Committee members [determination of the five shall be the total of members whose election is clear, plus the members of the Steering Committee whose term of office will run for one more year], a Runoff Election shall be conducted two weeks following the regular election. A verbal announcement of this Runoff Election to those assembled when the results of the elections are announced shall be deemed a sufficient notice of the Runoff Election. < Revised Octo-ber 2001.>
Section 8.12. This document envisions, but does not require, the members of the outgoing Steering Committee to install the members of the newly elected Steering Committee at the Annual Anniversary Banquet, traditionally held on the Monday closest to the actual anniversary of the Chapter: October 25.
Article 9. SOVEREIGNTY of the CHAPTER.
Section 9.1. The Electors of DIGNITY/NY shall be the final arbiters of the actions or inaction of the Steering Committee, particularly as to whether such actions are, or have been, in the true interest of the whole community as specified under Section 4.3. The Electors may review the actions of the Steering Committee, including actions that affect the composition of the Committee, by calling a Special Meeting.
Section 9.2. SPECIAL MEETINGS of the membership may be called to consider any issue either by the Steering Committee or upon the Petition of twenty percent (20%) of the members in good standing.
(a) Special Meetings may be called only for the limited purpose specified in the Petition signed by the members, or specified in the Resolution of the Steering Committee calling the meeting, and no other business may be considered at that Meeting.
(b) If the Special Meeting is called by the members, their Petition shall be filed with the person designated in Section 5.2(c), above, unless it is this person who is the focus of the Petition, in which case, the petition shall be filed with Elections Committee that oversaw the most recent election. The receiver of the Petition shall cause a written notice of a Special Meeting to be mailed to all members in good standing within sixty (60) days of receipt of the Petition and at least two weeks prior to the date of the meeting. At such a Meeting, the issue specified in the Petition shall be resolved by a two-thirds vote of a Quorum of at least twenty percent (20%) of the membership.
(c) When a Special Meeting is called by the Steering Committee, if the business that is to be conducted requires an expression of the will of the Electors, this business may be conducted by majority vote of a Quorum of at least twenty percent (20%) of the members in good standing.
(d) Proxies are not recognized for the purposes of voting either in the annual elections or at special meetings of the membership.
Article 10. FISCAL POLICY
Section 10.1. The Fiscal Year of DIGNITY/NY shall run from November first to October 31st. < Revised October 2001.>
Section 10.2. Each Steering Committee will provide an Annual Budget for its successor based upon its best estimate of the needs of the Chapter and realistic revenue projections. The projected Budget should be prepared at least thirty (30) days before the annual elections.
Section 10.3. The new Steering Committee may amend the budget it inherits by a simple majority of all of its members, but not by a majority of its Quorum.
Section 10.4. The amount of the Annual Dues for membership in DIGNITY/NY, and the conditions for waiving such dues, shall be determined by the Steering Committee.
Section 10.5. The Steering Committee may periodically engage a Certified Public Accountant to review the financial records of the Chapter. There should also be an Annual Audit of the financial records of DIGNITY/NY conducted by a committee or by an audit professional at the close of each fiscal year.
Article 11. AMENDMENTS.
Section 11.1. The By-Laws of DIGNITY/NY may be amended by a two-thirds affirmative vote of a Quorum of 20% of the membership voting at the time of the annual election or at a special meeting called in the manner specified under Section 9.2, above.
Section 11.2. Amendments may be offered by Resolution of the Steering Committee, or upon the Petition of twenty percent (20%) of the membership.
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