New York
Association for Gender Rights Advocacy
24 W. 25th St.,
9th floor New York, NY 10010 Tel: 212-675-3288,
x266 Fax: 212-675-3466
BY-LAWS
OF
The New York
Association for Gender Rights Advocacy (NYAGRA)
11 March 2002
ARTICLE I
The Name of
the Corporation
The name of the
corporation shall be the New York Association for Gender Rights
Advocacy, Inc., hereafter referred to as ‘NYAGRA,’ ‘the
Association,’ or ‘the organization.’
ARTICLE II
Organizational Mission and Commitment to Diversity
Section 1
Mission Statement. The purpose of the corporation shall be as
follows: NYAGRA is a membership organization that advocates at the state
and local level for self-determination in gender statement and identity.
NYAGRA sees its constituency as including all individuals who experience
discrimination and violence because of the ways in which they choose to
express their gender. Such individuals may include, but are not limited
to: transgender-identified and transsexual people, and gender
non-conforming people who identify as gay men, lesbians, bisexuals, and
heterosexuals.
Section 2. Diversity
Statement. In keeping with the mission of the organization, NYAGRA
is committed to reflecting the full diversity of New York State in its
policies and operations. Hence a goal of the Association will be that
the board of directors, the chairs of its committees, its local
chapters, and the general membership, as well as its paid or unpaid
staff and volunteer cadre, approximate as closely as possible the
state’s diversity by geography, race, ethnicity, national origin,
citizenship status, class or socioeconomic origins or status, political
affiliation, religious or spiritual affinity, (dis)ability status
(including people living with HIV/AIDS), sex, gender, sexual
orientation, and gender identity and statement. More specifically,
NYAGRA is committed to reflecting the full diversity of the transgender
community in its general membership and the membership of its working
group and committees, and the Association will also encourage the
participation of those who identify as intersexual or intersexed,
whether or not they are also transgender-identified.
NYAGRA bylaws (8.18.2001), p. 2
The association
will aggressively seek out qualified candidates for participation in the
life of the organization (for general membership and membership of the
board of directors, committees, and staff) in keeping with this
commitment to diversity. In particular, it shall be a goal of the
organization to have no fewer than one-third (1/3) of the membership of
the board of directors be individuals whose assigned birth sex was
female and no fewer than one-third (1/3) of the membership of the board
be people of color.
ARTICLE III
Membership
of the Board of Directors
Section 1.
Powers and Number. The corporation shall be managed by a board of
directors, which will constitute the governing body of the organization,
and which will:
perform any and all
duties imposed upon it collectively or individually by law, by the
certificate of incorporation, or by these bylaws;
appoint and remove,
employ and discharge, and, except as otherwise provided in these
bylaws, prescribe the duties and fix the compensation, if any of all
officers, agents, and employees of the corporation;
supervise all
officers, agents, and employees of the corporation to assure that
their duties are performed properly
meet at such times
and places as required by these bylaws;
register the
addresses of board members with the secretary of the corporation, with
notices of meetings mailed or e-mailed to them at such addresses
constituting valid notices thereof.
The number of
members of the board shall be not less than three (3) nor more than
twenty-one (21).
Section 2. Election
and Term of Office. Membership of the incoming board of directors
shall be by an affirmative majority vote of the current or outgoing
board at an annual meeting, at a meeting specially designated by the
board for such a vote, or by written ballot (by mail or e-mail).
Individuals who are
general members in good standing and who are committed to the mission of
the organization may be eligible for election to the board, which shall
be for a set term of one year, with no limit on the number of terms that
a member of the board may serve. In between annual elections, new
members may be voted into membership of the board by an affirmative vote
of the majority of that body either at any meeting of the board or by
written ballot (by mail or by e-mail), with their terms to end at the
next annual meeting or election.
NYAGRA bylaws (8.18.2001), p. 3
Any full board member
in good standing may nominate any individual who shares a commitment to
the mission of the organization for election to the board, and
nomination by one such current (full) member of the board (seconded by a
current full board member in good standing) shall be sufficient for that
individual’s name to be considered for election to the board at the
next annual board meeting or through an interim election; that
nomination must be made to the board in writing in advance no less than
fourteen (14) days prior to the election in order for the nominee’s
name to be included on the written ballot. Current members of the board
who wish to run for re-election must notify the board as a whole of
their intentions in writing not less than fourteen (14) days prior to
the election in which they intend to run.
The board may
establish a nominating committee (composed solely of current board
members) for purposes of evaluating candidates for election or
re-election to the board, and it may make its recommendations known to
the board at the time of the election; or the full board may act in that
capacity as a committee of the whole.
Officers shall be elected by a
majority of the board at the annual meeting at which the board is
elected. An interim officer may be elected by the board upon the
resignation or removal of an officer to serve the remainder of the
outgoing officer’s term.
Section 3.
Resignations. Any member of the board may resign from office at
any time by delivering his or her resignation in writing to the
corporation, and the acceptance of the resignation, unless required by
its terms, shall not be necessary to make it effective.
Section 4. Removal
of a Member of the Board of Directors.
The board of directors
shall have sole authority to remove a member of the board. Any member of
the board may be removed, with cause, by a two-thirds (2/3) majority of
the board then in office in one of three ways:
at a special meeting called
by the board for that purpose
at any board meeting at
which that removal is included in an agenda sent to members of the
board with at least 7 days advance
by written ballot (by mail
or by e-mail) by the board without a formal meeting
Such cause may include
(but is not limited to) breach of his/her fiduciary obligation to the
corporation, violation of these bylaws, or serious misconduct in that
individual’s capacity as a member of the board or of the organization
or conduct prejudicial to the interests of the corporation.
NYAGRA bylaws (8.18.2001), p. 4
The board may vote to hold a
discussion on removal of the board member. If a majority of the board
votes in favor of discussion, that discussion will be limited to seven
days from the date of the motion to the final vote. And the removal of
the board member will become effective immediately upon conclusion of
the vote. The board will immediately notify the board member of the
removal, and the removal from the board listserve will also be automatic
upon the conclusion of the vote. Upon the conclusion of the vote, the
board member who is removed must immediately transfer all authority to
one of the two co-chairs.
Section 5.
Removal from the General Membership. Any general member may be removed
for cause by a vote of two-thirds (2/3) of the board of directors,
following a motion from one board member in good standing seconded by
another board member in good standing.
Section 6.
Decision-Making Procedures. The board shall make decisions on the
basis of consensus or, lacking consensus, on the basis of majority vote,
assuming in all cases a quorum of half of the current board members
(whether in a formal meeting or by written ballot), except as indicated
otherwise elsewhere in the bylaws. When consensus cannot be reached, Robert’s
Rules of Order will guide the deliberations and decision-making
process of the board to the extent that Robert’s Rules are not
inconsistent with these bylaws and the principle of a collective
leadership which they embody. All members of the board of directors,
regardless of title or position, shall be guided exclusively by their
commitment to NYAGRA and its organizational mission, regardless of any
other organizational, institutional, or political affiliation that they
may have.
ARTICLE IV
Meetings
Section 1. Time
and Place. Meetings of the board of directors may be held at such
times and places as it may fix. Special meetings of the board shall be
held whenever called by any two members of the board at a time and place
specified by the person or persons calling the meeting, contingent upon
agreement by a majority of the board. The commitment of the organization
to the full participation of members from throughout the state requires
that meetings outside of New York City be recognized as being as fully
legitimate as those in Manhattan or the other four boroughs. Conversely,
however, for purposes of organizational efficiency, the meeting of one
geographically based committee may be held jointly with a meeting of the
board, pending the approval of the board itself. Any member of the
organization in good standing shall be eligible (at the invitation of
the board) to attend any meeting of the board or any committee –
exclusive of special meetings of the board, with the exception of
meetings in executive session to consider personnel matters or sensitive
financial issues – but only members of the board itself shall have the
right to vote in meetings of that body.
NYAGRA bylaws (8.18.2001), p. 5
Section 2. Notice.
Notice of the time and place of each regular and annual meeting of the
general membership shall be mailed or e-mailed to each member at his or
her residence (or other address designated in a written request to the
secretary) at least 14 days before the day on which the meeting is to be
held; notice shall be sent by regular mail to those who do not have
e-mail. Notice of special meetings shall be by e-mail, telephone or fax
at least seven days before the day on which the meeting is to be held.
Notice of a meeting need not be given to any member who submits a waiver
of notice (by mail or e-mail) whether before or after the meeting, or
who attends the meeting without protesting the lack of notice prior to
the meeting or at its start.
Section 3. Quorum.
At all meetings of the board, one-half of the board then in office shall
constitute a quorum for the transaction of business. Board members
participating in a meeting by telephone and/or conference call shall be
counted as present to establish a quorum. In the absence of a quorum, a
majority of board members present may, without giving notice other than
by announcement at the meeting, adjourn the meeting until a quorum is
obtained. A quorum in votes taken by e-mail will be one-half of all
current members of the board, within the time period specified by the
member making the original proposal, but not less than three (3) or more
than seven (7) days.
Section 4.
Action by the Board of Directors. Any action taken by the board
of directors may be taken without a meeting if a majority of the board
consents in writing (by mail, e-mail, and/or fax) to the adoption of a
resolution authorizing the action. The resolution and the written
consents shall be filed in the archive of the proceedings of the
organization.
ARTICLE V
Offices
Section 1.
Number of Offices. The three chief offices of the corporation –
chair, secretary, and treasurer – shall be elected by the board of
directors. One person may hold only one office at any given time, and no
instrument required to be signed by more than one officer may be signed
by one person in more than one capacity.
Section 2. Term
of Office. The term of office held by an individual to any of the
three offices mentioned above shall be determined by the board of
directors.
NYAGRA bylaws (8.18.2001), p. 6
Section 3. Chair.
The chair of the board of directors:
shall preside at
meetings of the board and/or of the general membership or of any
chapter or committee as authorized by the board as a whole;
shall draft the
agenda of the board meeting and shall distribute that draft agenda no
less than one week before the meeting for comments and revision by
members of the board;
shall also have such
other powers and perform such other duties as the board may from time
to time prescribe shall also have the authority to execute such deeds,
mortgages, bonds, contracts, checks, or other instruments which may
from time to time be authorized by the board, except as otherwise
expressly provided by law, by the certificate of incorporation, or by
these bylaws.
In the absence
or inability to act of the chair, the board shall appoint a new chair.
Section 4. Secretary.
The Secretary:
shall send or cause
to be sent notices of meetings, shall keep or maintain minutes of all
meetings of the board of directors and the committees and chapters of
the organization, recording therein the time and place of holding, the
names of those present or represented at the meeting, and the
proceedings thereof;
shall see that all
notices are duly given in accordance with the provisions of these
bylaws or as required by law;
shall be the
custodian of the records and of the seal of the corporation and shall
affix the seal, as authorized by law or the provisions of these
bylaws, to duly executed documents of the corporation;
shall keep at the
principal office of the corporation a membership roster containing the
name and address of all members;
shall exhibit at all
reasonable times to any director of the corporation, or to his or her
agent or attorney, on request therefore, the bylaws, the membership
roster, and the minutes of the proceedings of the board and the
committees of the Association;
in general, shall
perform all duties incident to the office of secretary and such other
duties as may be required by law, by the certificate of incorporation,
or by these bylaws, or which may be assigned to him or her from time
to time by the board.
NYAGRA bylaws (8.18.2001), p. 7
Section 5. Treasurer.
The Treasurer:
shall supervise the
handling of the corporation's assets, shall keep or cause to be kept
complete and accurate accounts of the assets liabilities and
transactions of the corporation;
shall render a
detailed statement of the accounts of the corporation, at every annual
meeting and whenever required by the board;
shall exhibit at all
reasonable times the books of account and financial records to any
member of the board, or to his/her agent or attorney, upon request
thereof;
shall prepare or
supervise preparation of financial statements to be included in any
required reports;
in general, shall
perform all duties incident to the office of treasurer and shall
perform such other duties as shall from time to time be assigned by
the board of directors or as may be required by law, by the
certificate of incorporation of the corporation, or by these bylaws.
The board of
directors, by a majority vote, will have the sole authority to authorize
the disbursement of funds over $100.00, and it will appoint a finance
committee (of not less than three and not more than seven members) to
effect the appropriation; the signature of at least two of the three
finance committee members will be required for any such appropriation.
The finance committee will have the discretion to authorize the
disbursement of funds up to $100.00, provided that committee members
provide a timely written record of the transaction to the board. The
chair of the finance committee shall hold the position of treasurer for
purposes of external representation. No general member or board member
shall disclose information about the financial status of the
organization or any of its chapters without prior written approval by
the board.
Section 6. Employees
and Other Agents. The board of directors may from time to time
appoint such agents as it shall deem necessary, each of whom shall hold
office at the pleasure of the board, and shall have such authority,
perform such duties and receive such reasonable compensation, if any, as
the board may from time to time determine. NYAGRA paid staff (whether
part-time or full-time) shall be supervised by a human resources and
administration committee composed of members of the NYAGRA board. The
board of directors as a whole shall have the sole authority to retain
and to terminate the employment of any NYAGRA paid staff members
(whether part-time or full-time). No paid staff member or employee shall
be eligible for membership of the board as a voting member, and no board
member shall be eligible for paid employment with the organization;
however, at the discretion of the board (pending approval by majority
vote), a full-time paid staff member may be granted ex officio
(non-voting) membership of the board and/or access to the board’s
deliberations (including the e-mail listserve).
No individual in a
long-term relationship or life partnership with a paid staff member
shall be eligible for board membership, and should any such relationship
develop between a NYAGRA employee and a NYAGRA board member during the
employment of the paid staff member, the board member in question will
be required to recuse him/herself from any discussions concerning the
employee and to resign immediately from the board of directors. No
individual who is currently in such a relationship with a paid employee
of the corporation shall be eligible for board membership.
NYAGRA bylaws (8.18.2001), p. 8
In the hiring of paid
or unpaid staff (whether part-time or full-time), the organization will
not discriminate on the basis of race, ethnicity, color, national
origin, creed, religion, sex, gender, sexual orientation, gender
identity or statement, disability, or veteran status. Furthermore, the
organization will abide by all federal, state, and local
anti-discrimination laws in employment and all of its other operations.
Section 7.
External Representation. No general member or member of the board or
employee may represent the organization in any capacity without the
authorization of the board of directors. Furthermore, each member has an
obligation to accurately characterize his/her position within the
organization. However, these bylaws should not be interpreted as
precluding a member of the board from making inquiries with external
entities about possible opportunities for NYAGRA, without explicit
advance authorization, if that individual makes it clear that s/he is
not authorized to commit NYAGRA to any such action without first
consulting the board and obtaining the needed authorization. Any general
member or member of the board will be subject to expulsion from either
the board and/or the general membership if s/he is guilty of
misrepresenting his/her position within the organization and/or the
organization, its mission or policies. Any paid staff member or employee
will be subject to immediate termination if s/he is guilty of
misrepresenting his/her position within the organization and/or the
organization, its mission or policies or of any serious conflict of
interest because of involvement with another transgender advocacy
organization.
ARTICLE VI
Committees
Section 1. Membership.
The board of directors may, by resolution at any meeting of the group,
designate standing, ad hoc, and special committees. Any committee may
include as full voting members such persons, whether or not members of
the board, as the board shall determine, except that an executive
committee shall consist only of board members.
Section 2. Local
Chapters. The board shall be authorized to establish a local chapter
in any city, county, borough, or region with a sufficient number of
members to justify its formation. While local chapters will be
encouraged to provide the board with input, it is the board that will
have responsibility for organizational policy-making and for legislative
initiatives undertaken under NYAGRA’s auspices.
In cases in which
action or activities by one local chapter could have an impact on the
work of another, the former will have an obligation to consult with the
latter, and the board will have the authority to resolve any dispute
between the two. Special meetings of a local chapter to consider either
organizational matters or legislative or political affairs shall require
authorization by the board of directors as well as due notice to the
entire membership of the local chapter.
NYAGRA bylaws (8.18.2001), p. 9
Section 3.
Standing Committees. A standing committee may have more than one
chair, but at least one co-chair must be a member of the board.
Committee chairs shall be elected by their respective committees,
pending approval by the board.
Appointment to
a committee will not be subject to any term limit, but will remain at
the discretion of the board, which shall retain the authority to remove
committee members and committee chairs when deemed necessary. As with
the local chapters, standing committees will be encouraged to take the
initiative and will be granted the degree of autonomy desirable for
their effective operation, but will have an obligation to report
regularly to the board and will defer to the ultimate authority of the
board in decision-making and policy-making.
ARTICLE VII
Advocacy,
Research, Education, and Cultural Activities
Section 1. Advocacy. The
Association shall pursue its mission to end discrimination and violence
based on gender identity and statement by engaging in advocacy on behalf
of individuals as well as communities, whether with social service
providers, private corporations, public agencies, or other organizations
and institutions.
Section 2. Research. The
Association shall engage in original research on gender issues such as
discrimination and hate crimes against the differently gendered as well
as disseminating gender-related research from other reputable sources.
Section 3. Education.
The Association shall engage in education – broadly conceived – on
issues of gender and transgender. Educational efforts may include the
production of NYAGRA-sponsored publications and individual contributions
to non-NYAGRA publications, speaking engagements, public forums, and
workshops and training sessions on gender-related topics and other
activities that advance the mission of the Association.
Section 4. Cultural
Activities. An important component of the Association’s advocacy
and educational efforts will be the sponsorship and encouragement of
cultural production such as public performances and exhibitions in
various media that help educate the public on issues of gender and
transgender.
NYAGRA bylaws (8.18.2001), p. 10
ARTICLE VIII
Non-Liability, Indemnification, and Insurance
Section 1.
Individual and Several Liability. Neither members of the board of
directors or of the committees and chapters of the organization nor paid
or unpaid staff shall be personally liable for the debts, liabilities,
or other obligations of the corporation.
Section 2.
Indemnification. The corporation may indemnify any member of the
board of directors against any matter or cause relating to or arising
out of the performance of his/her duties in the manner and to the full
extent provided by law. In particular, the corporation shall indemnify a
person made or threatened to be made a party to a proceeding by reason
of the former or present official capacity of the person against
judgments, penalties, fines, settlements, and reasonable expenses
(including attorney’s fees and disbursements) incurred by that person
in connection with the proceeding if, with respect to the acts or
omissions of the person complained of in the proceeding, that person:
has not been
indemnified or insured by another organization for the same liability
described in the preceding paragraph with respect to the same acts or
omissions;
has acted in good
faith;
in the case of a
criminal proceeding, did not have reasonable cause to believe that the
conduct was unlawful.
Failure to
comply with this section shall not invalidate any contract or
transaction to which this corporation is a party.
Section 3.
Insurance. Except as otherwise provided by law, the board of
directors may adopt a resolution authorizing the purchase and
maintenance of insurance on behalf of any agent of the corporation
(including a member of the board, an officer, a paid or unpaid staff
member, or a volunteer) against liabilities asserted against or incurred
by that agent in such capacity or arising out of the agent’s status as
such, whether or not the corporation would have the power to indemnify
the agent against such liability under the certificate of incorporation,
these bylaws, or provisions of law.
NYAGRA bylaws (8.18.2001), p. 11
ARTICLE IX
Administration
of the Corporation
Section 1.
Office and Maintenance of Corporate Records. The office of the
corporation shall be located at such site as the board of directors
shall from time to time determine. The corporation shall keep at its
principal office minutes of all board meetings and of all board
committees, records of all financial transactions, a complete membership
roster, and a copy of the corporation’s certificate of incorporation
and bylaws.
Section 2.
Corporate Seal. The
board of directors may adopt, use, and at will alter, a corporate seal,
which shall be kept at the principal office of the corporation. The
seal of the corporation shall be circular in form and shall bear the
name of the corporation and words and figures showing that it was
incorporated in the State of New York and the year of incorporation.
Failure to affix the seal to a corporate instrument, however, shall not
affect the validity of any such instrument.
Section 3.
Fiscal Year. The fiscal year of the corporation shall be
determined by the board of directors.
Section 4.
Execution of Instruments. The board of directors, except as
otherwise provided in these bylaws, may by resolution authorize any
officer or agent of the corporation to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to specific
instances. Unless so authorized by the working group, no officer, agent,
or employee shall have any power or authority to bind the corporation by
any contract or engagement or to pledge its credit or to render it
liable monetarily for any purpose or in any amount.
Section 5.
Disbursement of Funds. Except as otherwise specifically
determined by a resolution of the board of directors, or as otherwise
required by law, all checks, drafts, promissory notes, orders for the
payment of money, and other evidence of indebtedness of the corporation
shall be signed by the treasurer and countersigned by the chair or by
another member of the finance committee. Any disbursement of more than
$1,000.00 will require an affirmative vote of not less than a majority
of the board members then in office.
Section 6.
Deposits. All funds of the corporation shall be deposited from
time to time to the credit of the corporation in such banks, trust
companies, or other depositories as the board of directors may select.
Section 7.
Gifts. The board of directors may accept on behalf of the
corporation any contribution, gift, bequest, or devise for the
not-for-profit purposes of this corporation.
NYAGRA bylaws (8.18.2001), p. 12
Section 8.
Inspection Rights. Every general member of the organization in
good standing shall have the absolute right at any reasonable time to
inspect and copy all books, records, and documents of every kind,
including minutes and financial records, with one sole exception:
addresses and phone numbers and other contact information from the
membership roster and the board membership list shall remain
confidential to protect the privacy of NYAGRA members.
Section 9.
Prohibition Against Private Inurement. No part of the net
earnings of this corporation or of its foundation or any other unit
shall inure to the benefit of, or be distributable to, its general
membership or board of directors or any of their individual members; to
any officer, committee member, volunteer, or to any other private
person; except that the corporation shall be authorized and empowered to
pay reasonable compensation for services rendered and to make payments
and distributions in furtherance of the mission of this corporation.
ARTICLE X
Dissolution
In the event
that the dissolution of the corporation becomes necessary for legal,
financial, or other reasons, the dissolution shall be made by a vote of
two-thirds (2/3) of the board of directors and/or of the general
membership, with advance written notice (by mail or e-mail) of sixty
(60) days to either the board (if by board vote) or the general
membership (if by a vote of the general membership) and with the vote
taking place either at a meeting or by written ballot (by mail or
e-mail). Following such a vote for dissolution, the board shall dispose
of any and all physical and financial assets; any assets remaining after
the payment of outstanding accounts shall be disbursed to charitable
organizations with tax-exempt status under federal law, as determined by
a majority vote of the board.
ARTICLE XI
Amendments
Section 1. Amendments.
These by-laws may be amended by a vote of (2/3) of the board of
directors then in office, whether taken in a meeting or in writing
(including by e-mail), and the board of directors alone shall have the
authority to amend the organization’s by-laws.
NYAGRA bylaws (8.18.2001), p. 13
Section 2.
Construction and Terms. If there is any conflict between the
provisions of these bylaws and the certificate of incorporation of this
corporation, the provisions of the certificate of incorporation shall
govern. Should any of the provisions or portions of these bylaws be held
unenforceable or invalid for any reason, the remaining provisions and
portions of these bylaws shall be unaffected by such holding. All
references in these bylaws to the certificate of incorporation shall be
to the certificate of incorporation, certificate of organization,
articles of incorporation, organizational charter, corporate charter, or
other founding document of this corporation filed with an office of the
State of New York and used to establish the legal existence of this
corporation. All references in these bylaws to a section or sections of
the Internal Revenue Code shall be to such sections of the Internal
Revenue Code of the United States of 1986 as amended from time to time,
or to corresponding provisions of any future federal tax code.
Section 3.
Adoption of Bylaws. The current members of the board of
directors, as the legal directors of this corporation, hereby adopt the
foregoing bylaws, consisting of eleven (11) articles, as the bylaws of
this corporation.
x x x x
Appendix
Revisions to the
bylaws (August 2001) adopted by the NYAGRA board of directors in March
2002
Original language:
Article III,
Section 2. Election and Term of Office. Membership of the
incoming board of directors shall be by an affirmative majority vote of
the outgoing board at an annual meeting in January of each calendar year
(an affirmative vote meaning ‘yes,’ and not including abstentions).
Individuals who are general members in good standing and who are
committed to the mission of the organization may be eligible for
election to the board, which shall be for a set term of one year, with
no limit on the number of terms that a member of the board may serve. In
between annual meetings, new members may be voted into membership of the
board by an affirmative vote of the majority of that body either at any
meeting of the group or by written ballot (by mail or by e-mail), with
their terms to end at the next annual meeting.
Any general member in
good standing may nominate any individual who shares a commitment to the
mission of the organization for election to the board, and nomination by
one current member of the board (seconded by a current board member in
good standing) shall be sufficient for that individual’s name to be
considered for election to the board at the next annual board meeting or
through an interim election; that nomination must be made to the board
in writing in advance no less than fourteen (14) days prior to the
election in order for the nominee’s name to be included on the written
ballot. Current members of the board who wish to run for re-election
must notify the board as a whole of their intentions in writing not less
than fourteen (14) days prior to the election in which they intend to
run.
The board may
establish a nominating committee for purposes of evaluating candidates
for election or re-election to the board, or it may act in that capacity
as a committee of the whole, and it may make its recommendations known
to the board at the time of the annual meeting.
New language
(3.11.2002):
Article III,
Section 2. Election and Term of Office. Membership of the
incoming board of directors shall be by an affirmative majority vote of
the current or outgoing board at an annual meeting, at a meeting
specially designated by the board for such a vote, or by written ballot
(by mail or e-mail).
Individuals who are
general members in good standing and who are committed to the mission of
the organization may be eligible for election to the board, which shall
be for a set term of one year, with no limit on the number of terms that
a member of the board may serve. In between annual elections, new
members may be voted into membership of the board by an affirmative vote
of the majority of that body either at any meeting of the board or by
written ballot (by mail or by e-mail), with their terms to end at the
next annual meeting or election.
Any full board member
in good standing may nominate any individual who shares a commitment to
the mission of the organization for election to the board, and
nomination by one such current (full) member of the board (seconded by a
current full board member in good standing) shall be sufficient for that
individual’s name to be considered for election to the board at the
next annual board meeting or through an interim election; that
nomination must be made to the board in writing in advance no less than
fourteen (14) days prior to the election in order for the nominee’s
name to be included on the written ballot. Current members of the board
who wish to run for re-election must notify the board as a whole of
their intentions in writing not less than fourteen (14) days prior to
the election in which they intend to run.
The board may
establish a nominating committee (composed solely of current board
members) for purposes of evaluating candidates for election or
re-election to the board, and it may make its recommendations known to
the board at the time of the election; or the full board may act in that
capacity as a committee of the whole.
Officers shall be elected by a
majority of the board at the annual meeting at which the board is
elected. An interim officer may be elected by the board upon the
resignation or removal of an officer to serve the remainder of the
outgoing officer’s term.
Original language:
Article III,
Section 4. Removal of a Member of the Board of Directors. Any
member of the board may be removed, with cause, by a two-thirds (2/3)
majority of the board then in office at a special meeting called for
that purpose or at any meeting at which that removal is included in an
agenda sent to members of the board with at least 30 days advance notice
by registered mail to the last known address of the individual
concerned; at the discretion of the full board, that action may be taken
by written ballot (by mail or by e-mail) without a formal meeting, if so
agreed by a majority of board members then in office, given 30 days
advance notice (by e-mail) to the entire board (including the member in
question). Any member of the board may be removed by a two-thirds (2/3)
majority of the board at any annual meeting based on a proposal from one
board member in good standing that is seconded by at least one other
board member in good standing.
Such cause may include
(but is not limited to) breach of his/her fiduciary obligation to the
corporation, violation of these bylaws, or serious misconduct in that
individual’s capacity as a member of the board or of the organization
or conduct prejudicial to the interests of the corporation. Should the
board member in question be currently employed as paid staff at the
time, the above provisions of this section shall be superseded by any
conflicting terms of a contract which has been approved or ratified by
the board relating to the employment of any agent of the corporation.
A meeting of the
general membership may be called by a quorum of the general membership
upon written request (by mail or by e-mail) to the board not less than
fourteen (14) days before the proposed meeting. A quorum for such
purposes will be not less than twenty (20) percent of the general
membership or twenty-five (25) general members, whichever is the
smaller.
A member of the board
whose removal is subject to discussion will be notified of the
discussion of that proposed action no less than 14 days before the vote
is taken and will have the right to appear at the meeting the action is
taken (if a formal meeting is held) or to respond directly by mail or
e-mail if the vote is taken by written ballot. Any such individual
removed from the board will be notified by the board within five days of
that action, with a written explanation for the decision. In addition,
any member of the board who has reason to believe that another board
member or of a committee has been guilty of gross negligence or
misconduct may call for the immediate suspension of that member either
by e-mail or at any meeting without advance notice to the member whose
conduct is in question; a simply majority vote of the board will be
sufficient to suspend that individual for a period of up to six weeks,
during which time the individual in question will have the opportunity
to respond in person or in writing to the allegations against him/her.
New language
(3.11.2002):
Article III,
Section 4. Removal of a Member of the Board of Directors.
The board of directors
shall have sole authority to remove a member of the board. Any member of
the board may be removed, with cause, by a two-thirds (2/3) majority of
the board then in office in one of three ways:
at a special meeting called
by the board for that purpose
at any board meeting at
which that removal is included in an agenda sent to members of the
board with at least 7 days advance
by written ballot (by mail
or by e-mail) by the board without a formal meeting
Such cause may include
(but is not limited to) breach of his/her fiduciary obligation to the
corporation, violation of these bylaws, or serious misconduct in that
individual’s capacity as a member of the board or of the organization
or conduct prejudicial to the interests of the corporation.
The board may vote to hold a
discussion on removal of the board member. If a majority of the board
votes in favor of discussion, that discussion will be limited to seven
days from the date of the motion to the final vote. And the removal of
the board member will become effective immediately upon conclusion of
the vote. The board will immediately notify the board member of the
removal, and the removal from the board listserve will also be automatic
upon the conclusion of the vote. Upon the conclusion of the vote, the
board member who is removed must immediately transfer all authority to
one of the two co-chairs.
Original language:
Article III,
Section 5. Removal from the General Membership. Any general member
may be removed for cause by a vote of two-thirds (2/3) of the general
membership at a meeting of the general membership (including the annual
meeting), following a motion from one general member in good standing
seconded by another general member in good standing.
New language
(3.11.2002):
Article III,
Section 5. Removal from the General Membership. Any general member
may be removed for cause by a vote of two-thirds (2/3) of the board of
directors, following a motion from one board member in good standing
seconded by another board member in good standing.
Original language:
Article V, Section
6. Employees and Other Agents. The board of directors may
from time to time appoint such agents as it shall deem necessary, each
of whom shall hold office at the pleasure of the board, and shall have
such authority, perform such duties and receive such reasonable
compensation, if any, as the board may from time to time determine. Any
individual appointed executive director shall have the right to attend
meetings of the board as a non-voting ex-officio member of that body. In
the hiring of paid or unpaid staff, the organization will not
discriminate on the basis of race, ethnicity, color, national origin,
creed, religion, sex, gender, sexual orientation, gender identity or
statement, disability, or veteran status. Furthermore, the organization
will abide by all federal, state, and local anti-discrimination laws in
employment and all of its other operations.
New language
(3.11.2002):
Article V, Section
6. Employees and Other Agents. The board of directors may
from time to time appoint such agents as it shall deem necessary, each
of whom shall hold office at the pleasure of the board, and shall have
such authority, perform such duties and receive such reasonable
compensation, if any, as the board may from time to time determine.
NYAGRA paid staff (whether part-time or full-time) shall be supervised
by a human resources and administration committee composed of members of
the NYAGRA board. The board of directors as a whole shall have the sole
authority to retain and to terminate the employment of any NYAGRA paid
staff members (whether part-time or full-time). No paid staff member or
employee shall be eligible for membership of the board as a voting
member, and no board member shall be eligible for paid employment with
the organization; however, at the discretion of the board (pending
approval by majority vote), a full-time paid staff member may be granted
ex officio (non-voting) membership of the board and/or access to the
board’s deliberations (including the e-mail listserve).
No individual in a
long-term relationship or life partnership with a paid staff member
shall be eligible for board membership, and should any such relationship
develop between a NYAGRA employee and a NYAGRA board member during the
employment of the paid staff member, the board member in question will
be required to recuse him/herself from any discussions concerning the
employee and to resign immediately from the board of directors. No
individual who is currently in such a relationship with a paid employee
of the corporation shall be eligible for board membership.
In the hiring of paid
or unpaid staff (whether part-time or full-time), the organization will
not discriminate on the basis of race, ethnicity, color, national
origin, creed, religion, sex, gender, sexual orientation, gender
identity or statement, disability, or veteran status. Furthermore, the
organization will abide by all federal, state, and local
anti-discrimination laws in employment and all of its other operations.
Original language:
Article V, Section
7. External Representation. No general member or member of the board
may represent the organization in any capacity without the authorization
of the board or the general membership. Furthermore, each member has an
obligation to accurately characterize his/her position within the
organization. However, these bylaws should not be interpreted as
precluding a member of the board from making inquiries with external
entities about possible opportunities for NYAGRA, without explicit
advance authorization, if that individual makes it clear that s/he is
not authorized to commit NYAGRA to any such action without first
consulting the board and obtaining the needed authorization. Any general
member or member of the board will be subject to expulsion from either
the board and/or the general membership if s/he is guilty of
misrepresenting his/her position within the organization and/or the
organization, its mission or policies.
New language
(3.11.2002):
Article V, Section
7. External Representation. No general member or member of the board
or employee may represent the organization in any capacity without the
authorization of the board of directors. Furthermore, each member has an
obligation to accurately characterize his/her position within the
organization. However, these bylaws should not be interpreted as
precluding a member of the board from making inquiries with external
entities about possible opportunities for NYAGRA, without explicit
advance authorization, if that individual makes it clear that s/he is
not authorized to commit NYAGRA to any such action without first
consulting the board and obtaining the needed authorization. Any general
member or member of the board will be subject to expulsion from either
the board and/or the general membership if s/he is guilty of
misrepresenting his/her position within the organization and/or the
organization, its mission or policies. Any paid staff member or employee
will be subject to immediate termination if s/he is guilty of
misrepresenting his/her position within the organization and/or the
organization, its mission or policies or of any serious conflict of
interest because of involvement with another transgender advocacy
organization.
Original language:
Article VI, Section
2 Local Chapters. The board shall be authorized to establish
a local chapter in any city, county, borough, or region with a
sufficient number of members to justify its formation. Each such local
chapter will be self-governing within the limits of policies established
by the board and/or the general membership. Meetings of one local
chapter will not take precedence over those of any other. While local
chapters will have primary responsibility for legislation and action
within their geographic domain, it is the board – subject to
consultation with the general membership – that will have ultimate
policy-making authority for policy-making within the organization, and
it will be the responsibility of each of the chapters and their
committees to report fully to the board their actions and activities.
Conversely, the board will respect and encourage the autonomy of each of
the local chapters to the extent that such autonomy serves the interests
of the organization and the advancement of its mission.
Put in other terms,
policy on legislation and action at the state level will be made by the
board of directors, while policy on legislation and action at the
county, city, or borough level will be the joint responsibility of the
members of the respective local chapter and the board, with the board
exercising oversight and overall policy-making authority. In cases in
which action or activities by one local chapter could have an impact on
the work of another, the former will have an obligation to coordinate
with the latter, and the board will have the authority to resolve any
dispute between the two.
New language
(3.11.2002):
Article VI, Section
2. Local Chapters. The board shall be authorized to establish
a local chapter in any city, county, borough, or region with a
sufficient number of members to justify its formation. While local
chapters will be encouraged to provide the board with input, it is the
board that will have responsibility for organizational policy-making and
for legislative initiatives undertaken under NYAGRA’s auspices.
In cases in which
action or activities by one local chapter could have an impact on the
work of another, the former will have an obligation to consult with the
latter, and the board will have the authority to resolve any dispute
between the two. Special meetings of a local chapter to consider either
organizational matters or legislative or political affairs shall require
authorization by the board of directors as well as due notice to the
entire membership of the local chapter.
Original language:
Article XI, Section
1. Amendments. These by-laws may be amended at any meeting of
the general membership by a vote of two-thirds (2/3) of the entire
membership, or at an annual meeting by two-thirds (2/3) of the general
membership, or by a vote of (2/3) of the board of directors then in
office.
New language
(3.11.2002):
Article XI, Section
1. Amendments. These by-laws may be amended by a vote of
(2/3) of the board of directors then in office, whether taken in a
meeting or in writing (including by e-mail), and the board of directors
alone shall have the authority to amend the organization’s by-laws.
* * * * *
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