AMENDED AND RESTATED BYLAWS
ADOPTED BY THE BOARD OF DIRECTORS ON JUNE 15, 2023
Last amended November 21, 2023
ARTICLE I.
THE ORGANIZATION
Section 1.1. Name. The name of the organization is the Philadelphia LGBTQ Bar Association (the “Association”), subject to change by a majority of votes cast by the Association’s members (as defined in Section 3.3) and approval of a majority of the Association’s Board of Directors (the “Board”).
Section 1.2. Offices. The principal office of the Philadelphia LGBTQ Bar Association is 1612 Latimer Street, Philadelphia, PA 19103, or at the location hereafter established by the Board. The Association may establish other offices at such other places as its Board may from time to time determine.
ARTICLE II.
PURPOSE AND RESPONSIBILITIES
Section 2.1. The Association is a nonprofit, nonpartisan membership organization dedicated to the advancement of the welfare and full equality of the LGBTQ+ community, promotion of the expertise and advancement of LGBTQ+ legal professionals in the greater Philadelphia metropolitan area, and the education of the larger community on LGBTQ+ legal issues.
Section 2.2. This organization shall also promote the welfare of society by advocating civil and human rights of all persons, regardless of race, creed, sex, gender, gender identity, sexual orientation, ethnicity or national origin.
ARTICLE III.
MEMBERSHIP
Section 3.1. General Membership.
a) Any individual or organization interested in the purposes of the Association may become a member upon payment of annual dues in one of the following categories which constitute the types of membership:
1. Individual Membership. The following individuals shall be eligible for membership: all lawyers, law students, and other legal professionals who live, practice or attend law school in the metropolitan Philadelphia area, or who are admitted to practice at any bar or Federal Court located in the greater Philadelphia metropolitan area, including the Delaware, Pennsylvania and New Jersey bars.
2. Organization Membership. The following organizations that have an office or operate in the greater Philadelphia metropolitan area shall be eligible for membership: all law firms, legal aid and non-profit legal entities; government or quasi-government agencies; businesses with in-house counsel; and law schools.
3. Non-voting Membership. The Board may set policy to define the class of non-voting members. Non-voting members may include, but need not be limited to, members located outside the Greater Philadelphia area; for-profit businesses; and others as defined by Board policy from time to time.
b) The membership year for every type of membership shall be for 365 days from the date of joining.
c) Membership can be terminated or suspended if the rules of the Association are violated, as determined by a majority of the Board. Such members can have their membership reinstated, at the Board’s discretion.
Section 3.2. Membership Dues. Members of the Philadelphia LGBTQ Bar Association shall pay annual dues as established in categories of membership by the Board to be in good standing. The Board shall have the authority to waive, in whole or in part, dues as it deems appropriate.
Section 3.3. Membership Voting.
a) Each individual member shall be entitled to one (1) vote, providing they are a member in good standing. Each organization member shall be entitled to two (2) votes, which shall be cast by delegates. No individual member or organization’s member delegate(s) shall be entitled to vote at any meeting unless the individual member or the organization member that the delegate represents has paid annual dues for the then current membership year.
b) Each organization member shall file a list of delegates with the Secretary of the Association at the time it registers for organization membership; otherwise, such organization shall not be entitled to vote until its delegate list has been filed at least ten (10) days prior to a properly called meeting of the members. A delegate list once filed by an organization shall remain effective for future meetings of the members until revised or revoked by the organization. An organization member may permit both its votes to be cast by one (1) delegate.
c) All members of the Association eligible to vote, both as organizational delegates and as individuals, shall be allowed to vote in the manner or procedure (such as, but not limited to, in-person, via online voting, or electronic mail) as established by the Board.
Section 3.4. Meetings.
a) The members of the Association shall meet at least annually in conjunction with the annual meeting of the Board as set forth in Section 4.5(a). The date and location of the annual election, and the annual meeting, shall be determined by the Board and announced to the members at least twenty (20) days prior to the meeting.
b) Failure to hold the annual election, or the annual meeting of the members, shall not result in the dissolution of the Association and the members of the Board shall remain in office (absent resignation or removal in accordance with these Bylaws). If the annual meeting shall not be held within three (3) months after the designated time, any member of the Board may call the annual meeting, or ten percent (10%) or more of the voting members may request, by written petition, that the President call the annual election and the annual meeting, at any time thereafter upon at least 20 days advance notice to members of the Association. If the annual election and the annual meeting shall not be held within six (6) months after the designated time, any voting member may call the annual meeting at any time thereafter upon at least 20 days advance notice to members of the Association.
ARTICLE IV.
BOARD OF DIRECTORS
Section 4.1. Governance. The Association shall be governed by a Board of Directors.
Section 4.2. Responsibilities. The primary responsibilities of the Board shall be implementing the mission of the Association and supporting and directing the Association’s Officers in carrying out the Association’s purpose and affairs and establishing policies of the Association. The Board of Directors shall also:
a) review the quarterly budgets proposed by the President and approve or reject expenditures proposed in the quarterly budgets; and
b) review and approve or reject any proposed Committees and any Committee Chairs.
Section 4.3. Qualifications. No person will be eligible for election to the Board unless that person is a member in good standing of the Association.
Section 4.4. Composition. The Board of Directors shall consist of no more than twelve (12) persons (the “Directors”), as set forth below, subject to change in number as may be determined by the Board of Directors:
a) Six (6) Directors shall be elected at large by voting members at or before the annual meeting (the “At Large Directors”).
b) Four (4) Directors consisting of the President, Vice President Secretary and Treasurer (the “Officer Directors”) shall be elected by voting members at or before the annual meeting.
c) One (1) Director shall be elected by the Board, upon nomination by the President from candidates attending a law school in the greater Philadelphia metropolitan area (the “Law Student Liaison”).
d) The immediate former President of the Association (the “Immediate Past President Director”) shall be a Director.
Section 4.5. Meetings.
a) Annual Meeting. The annual meeting of the Board and members of the Association shall be held in Philadelphia or at a time and place determined by the Board, including by video conferencing or other electronic means.
b) Regular Meetings. Regular meetings of the Board shall be held at least quarterly at such times and places as the Board from time to time determines, including by video conferencing or other electronic means.
c) Special Meetings. Special meetings of the Board may be called at any time by the President and shall be called by the President promptly upon written request of a majority of the Board. No business will be transacted at any special meeting other than the business specified in the notice of the meeting.
d) Quorum; Voting. A majority of the Directors then in office shall constitute a quorum at all meetings of the Board. Each Board member shall have one (1) vote and a vote by a simple majority of the Directors present and voting shall constitute the formal action of the Association except where these Bylaws or the provision of applicable law require a greater majority. Voting may not be by proxy; however, attendance may be by telephone, video conferencing, or other electronic means. If a vote ends in deadlock, the President shall be allowed to cast one (1) additional vote.
e) Notice. Notice of the annual meeting shall be given to all members by electronic mail and posted on the Association’s website at least twenty (20) days prior to the annual meeting. Notice of regular and special meetings shall be given to Directors by electronic mail and posted on the Association’s website at least fifteen (15) days prior to the meeting, or as soon thereafter as practical.
f) Open Meetings. All meetings of the Board are open to members in good standing, unless, by a two-thirds (2/3) vote, the Board elects to have a closed meeting.
g) Telephone Conference. One or more Directors may participate in meetings of the Board by means of conference telephone, video conference, or similar electronic communications, provided that all persons participating in the meeting can hear each other.
h) Action without Meeting. Any action which may be taken at a meeting of the Board, or by any committee of the Board, may be taken without a meeting if written consent setting forth the action so taken shall be signed by all Directors or the members of the committee. The written consent shall be maintained by the Secretary.
Section 4.6. Fiduciary Relationship. Directors shall be deemed to stand in a fiduciary relationship to the Association and shall discharge the duties of their respective positions in good faith and with the diligence, care and skill which ordinarily prudent persons would exercise under similar circumstances.
Section 4.7. Compensation. All Directors shall serve without compensation.
Section 4.8. Majority Action as Board Action. Unless otherwise prescribed by a more specific provision herein, every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall constitute an act of the Board.
ARTICLE V.
OFFICERS
Section 5.1. Description of Officers. The Officers of the Association shall consist of a President, a Vice President, a Secretary and a Treasurer.
Section 5.2. President. The President shall have general supervision, on behalf of the Board of Directors, over the management of the Association’s affairs. They shall preside at all meetings of the members and of the Board; and in general, they shall perform all duties as may be properly prescribed by the Board from time to time. The President shall also:
a) with the Treasurer, prepare a proposed quarterly budget to be presented to and approved by the Board in advance of each quarter; and
b) establish committees to assist with carrying out the purpose and affairs of the Association, including the Executive Committee and the Nominating Committee.
c) In the name of the Association, execute such contracts, checks, or other instruments which they may, from time to time, be authorized by the Board, except in cases where the signing and execution thereof except as otherwise expressly delegated by the Board.
Section 5.3. Vice President. The Vice President shall assist the President in carrying out the management of the Association’s affairs. In addition, the Vice President shall manage the outreach to members, including through the Association’s website and on social or other media. In the absence of the President or in the event of their inability or refusal to act, a Vice President shall perform the duties of the President and when so acting shall have all the powers of and be subject to the restrictions on the President. The Vice President shall perform such other duties as from time to time may be assigned by the President or the Board.
Section 5.4. Secretary. The Secretary shall keep or cause to be kept (a) the minutes of the meetings of the members and the Board of Directors, (b) the original or a copy(ies) of these Bylaws as amended or otherwise altered, and (c) all resolutions of the Board. The Secretary shall also (d) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (e) be custodian of the corporate records; (f) keep a register of the contact information of each member as provided to the Secretary by such members; (g) maintain a roster of active members (individual, organization, and non-voting) of the Association, and shall maintain a roster of persons interested in the Association who are not active members; and (h) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or the Board.
Section 5.5. Treasurer. The Treasurer shall be responsible for all funds of the Association; shall cause receipts to be given for all moneys payable to the Association and received from any source whatsoever; shall cause all such moneys in the name of the Association to be deposited in such banks, trust companies or other depositories as shall be selected by the Board; and, in general, perform all duties incident to the office of the Treasurer and such other duties as from time to time may be assigned by the President or by the Board.
ARTICLE VI.
ELECTION OF DIRECTORS AND OFFICERS
Section 6.1. Elections. The Directors shall be elected at or prior to the annual meeting of the members of the Association.
Section 6.2. Elections Procedures. The procedures for the elections of Directors and Officer shall be:
a) On or before September 15th, the President shall appoint any additional members to the Nominating Committee to seek candidates for Directors and Officers. On or before September 20th, the Association shall inform the Association’s members of: (i) the positions that will become vacant or for which nominations may be proposed; and (ii) the process by which members in good standing may propose potential candidates to the Nominating Committee.
b) On or before October 31st, the Nominating Committee shall present to the Board the candidates for Directors and Officers after evaluating all nominees, including consideration of the following factors (which factors are not exclusive) in making recommendations to the Board: (i) eligibility, (ii) reputation in the Philadelphia legal or LGBTQ community, and (iii) relevant experience to serve in the role for which they are seeking nomination. The Nominating Committee may present more than one candidate for any position. The Board must approve each candidate by a majority vote and may approve more than one candidate for any position.
c) The Board shall establish procedures for voting. On or before November 15th, the Board shall give notice of the procedures for voting with a list of candidates for Directors and Officers approved by the Board by posting them on the Association’s website and also by email to all members, provided that an e-mail to the members of the Association shall constitute sufficient notice for this Section 6.2(c).
d) The Officer Directors and At-Large Directors shall be elected by a vote of a simple majority of the Association’s members eligible to vote. In the event no candidate in an election receives a majority of the votes cast for such election, then the candidate with the most votes shall be elected to such role.
Section 6.3. Term of Office.
a) General. The Law Student Liaison, Immediate Past President Director, and each Officer shall hold office for a one (1) year term. The At Large Directors shall serve terms of three (3) years subject to and consistent with Section 6.3(b).
b) Terms of Office to be Staggered. There shall be three classes of At Large Directors. The terms of office of the At Large Director classes shall be staggered such that two (2) At Large Directors shall be elected to each class year during each annual election.
c) Term Limits. No person may serve for more than three consecutive terms on the Board (regardless of the number of years comprising each term of office, except that the term of office of the Immediate Past President Director and the Law Student Liaison shall not constitute a term of office for purposes of this Section 4.5(c)) A person who has served three consecutive terms shall not be eligible for reelection to the Board before the election at or leading to the second annual meeting of the Association following the annual meeting at which such person’s third consecutive term of office expired.
Section 6.4. Resignation, Removal and Vacancies.
a) Any Director or Officer may resign at any time by sending written notice to the Board. Resignation shall take effect upon the date specified therein and, if no date is specified, then resignation shall be effective upon receipt by the Board.
b) Any Director or Officer may be relieved of their duties as a Director or Officer at any time by the affirmative vote of two thirds (2/3) of the Directors then in office.
c) Upon the occurrence of a vacancy of any Director, the President (or the Vice President , if the vacancy is the President’s) shall announce the occurrence of such vacancy to the membership of the Association. Members in good standing shall have the right to nominate themselves to fill the vacant Director role. A majority affirmative vote of the Directors present at any meeting of the Board shall be sufficient to fill any vacancy occurring in any office for any reason at any meeting of the Board upon nomination of the President, any other member of the Board, or self-nomination.
d) A Director or Officer elected to fill a vacancy shall serve the balance of the unexpired term of their predecessor in office.
ARTICLE VII.
COMMITTEES
Section 7.1. Authorization. Committees shall undertake the substantive activities of the Association. Committees shall be authorized by the Board, which also has the power to revoke such authorization. The Board shall also approve committee leadership upon nomination by the President. Any member of the Board or a written petition of the members (whether by paper or electronic mail, of members seeking to create a committee) of the Association may request the creation of a committee. Committees shall not have the power to spend any money of the Association or commit the Association to any legal action without the consent of the Board. Committees, other than the Standing Committees (outlined in Section 7.3 below) shall stand for a term simultaneous with the then-President and may be reauthorized by the Board annually.
Section 7.2. Operating Procedures. Each committee may devise its own operating procedures, including provision for membership on the committee, quorum and notice requirements. Such procedures shall be consistent with these Bylaws.
Section 7.3. Standing Committees.
a) Executive Committee. There shall be an Executive Committee chaired by the President and composed of the other Officers. The Executive Committee shall have the power to act on behalf of the Board between meetings of the Board when such action is necessary or appropriate. Such action shall constitute the action of the Board, subject to the Board’s power to rescind such action at its next meeting. Under no circumstances may the Executive Committee fill vacancies on the Board or among the Officers, amend the Bylaws or the Articles of Incorporation, amend or repeal any Board resolution, or act on matters not previously approved by the Board which would involve an expenditure in excess of $1,000.
b) Nominating Committee. There shall be a Nominating Committee chaired by the President, or the President’s designee, and composed of the At-Large Directors in their first or second terms and additional members appointed by the President. The Nominating Committee shall solicit candidates for Directors and Officers and upon determining that a candidate meets the applicable requirements, present the candidate to the Board as set forth in Section 6.2(b). The term of membership of the Nominating Committee shall end upon certification of the results of the annual election for which the committee was formed.
ARTICLE VIII.
FINANCE
Section 8.1. Fiscal Year. The fiscal year of the Association shall be from September 1 through August 31 of the following year.
Section 8.2. Bank Accounts. All checks or demands for money and notes of the Association in the amount of $1,000 or more shall be signed by two persons, one of whom is the Treasurer.
Section 8.3. Budget. The President and Treasurer shall prepare a budget covering the proposed expenses for the coming quarter, as determined by the Board. That budget will be presented to the Board, which will adopt a budget for the quarter, subject to modification during that period as may be necessary or desirable.
Section 8.4. Tax Exemption. The Association is exempt from federal income tax under Internal Revenue Code Section 501(c)(3) and is required to file Form 990-N in order to maintain the tax exempt status. The Association’s accounting period ends on August 31 and the Treasurer shall ensure that all required forms required for maintaining the Association’s tax exempt status are filed timely.
ARTICLE IX.
AMENDMENTS
Section 9.1. Amendment by the Board. These Bylaws may be amended by a two-thirds (2/3) vote of all members of the Board present and voting. The Amended Bylaws shall be posted on the Association’s website within a reasonable time after any amendment. Ratification of amendments to the Bylaws by the members of the Association is not required.
Section 9.2. Amendment by Members. These Bylaws may be amended or repealed upon petition of the members in accordance with the procedures set forth in this subsection. The petition to amend the Bylaws must identify with specificity the language to be added, deleted or altered and shall be signed by at least ten percent (10%) of the members in good standing as determined by reference to the current membership roster. Each member on the petition must list their name and contact information used for the Association membership and current phone number or email address. Upon verification of the petition’s signatures and satisfaction of the ten percent (10%) requirement, a meeting of the members shall be convened with at least sixty days’ notice to members of the meeting’s location, time, and purpose.