Northeast Ursamen: Bylaws

BYLAWS of the NORTHEAST URSAMEN, INC.

ARTICLE 1:
DEFINITIONS & DESCRIPTIONS

Section 1.0 Definitions
Section 1.1 The word Club is used to denote The Northeast Ursamen, Inc.
Section 1.2 Members refers to all members of the Club.
Section 1.3 Board refers to the Board Directors.
Section 1.4 Board Meeting refers to an open, public meeting of the Board.
Section 1.5 Executive Session or Executive Meeting means a closed meeting of Board Members only.
Section 1.6 Annual Meeting refers the yearly meeting of the members of the organization.
Section 1.7 Election refers to the vote of the membership to elect officers and vote on Bylaws and Bylaw amendments.
Section 1.8 The corporation refers to all Board members of the Northeast Ursamen, Inc. and its members.
Section 2.0 Description of ARTICLES
Article 1 Definitions
Article 2 Name, Purpose & Goals
Article 3 Membership, Dues
& Resignation
Article 4 Revocation of Membership
Article 5 The Board
Article 6 Officers Terms & Duties
Article 7 Elections
Article 8 Absentee Ballots & Proxy Votes
Article 9 Meetings & Quorums
Article 10 Annual Meeting
Article 11 Members-At-Large
Article 12 Vacancies
Article 13 Impeachment & Resignation
Article 14 Financial Matters
Article 15 Bylaws & Amendments
Article 16 Dissolution
Appendix 1 Ratification & Amendment History

ARTICLE 2:
NAME, PURPOSE & GOALS

Section 1.0 The Northeast Ursamen, Inc. is a non-profit organization incorporated in the State of Connecticut.
Section 1.1 The Club is a democratic, Gay Brotherhood organization with the Board's power derived from the membership.
Section 1.2 The Club does not discriminate against individuals or groups;
Section 1.3 The primary objective of the Club is to provide bears and ursaphiles with the opportunity to meet and enjoy time together in a variety of environments and social activities.
Section 1.4 The Club strives to provide a safe den, for singles and couples to socialize regularly, where all Members shall treat each other with respect.
Section 1.5 The Club is independent, non-political organization, which will not affiliate itself permanently with any bar, café, or business establishment.
Section 1.6 The Club recognizes that there are Members who are in recovery for drug or alcohol dependence. Therefore the Club will not participate in or sponsor any event that would require the Club to provide alcohol. Club Members may purchase alcohol at any event where it is available, or may bring alcohol for their own consumption if the event is designated as "bring your own bottle" (BYOB).
Section 1.7 The Club may not be committed to any function or financial obligation without the approval of the board.

ARTICLE 3:
MEMBERSHIP, DUES & RESIGNATION

Section1.0 Potential applicants must be clearly informed that the Club is a gay brotherhood.
Section 1.1 All applicants must attest to be 21 years of age or older.
Section 1.2 All applicants must complete a membership application. The application is intended as a vehicle for outlining the purpose and goals of the Club and to obtain pertinent applicant information (e.g. name, address, telephone number, birth date or age, etc.) It is not to be used to screen potential applicants.
Section 1.3 All Members must agree to abide by the bylaws.
Section 1.4 All Club memberships run from 1 January to 31 December.
Section 1.5 Members in good standing at the end of the previous calendar year, whose membership has lapsed for non-payment of dues, shall be allowed to renew at the previous year's status prior to 31 March of each year.
Section 2.0 Annual membership dues are determined by the Board prior to the New Year.
Section 2.1 Dues are to be paid in full when the membership application is submitted.
Section 2.2 Dues shall be paid by 15 February of each calendar year.
Section 2.3 Annual membership dues will be pro-rated, minus fixed costs, for new Members joining after February 15th.
Section 2.4 A former member whose membership has expired for non-payment of dues may rejoin by completing a membership application and paying all applicable dues.
Section 2.5 In the event a former member has not discharged his previous financial obligations to the "Club" all monies owed the club by the former member must also be paid at the time the individual reapplies for membership.
Section 3.0 A Member may resign from the Club any time.
Section 3.1 No dues will be refunded in the event a Member resigns from the Club.
Section 3.2 Former members who rejoin the club shall for all purposes be considered new Members.
Section 3.3 New Members must pay full membership dues regardless of when they join.
Section 3.4 They will receive a credit for any pro-rated dues that will be applied toward the following year's membership dues.
Section 3.5 Dues will be pro-rated and refunded to any Member who has had his membership in the Club revoked.

ARTICLE 4:
REVOCATION OF MEMBERSHIP

Section 1.0 Revocation of membership by a vote of the Board is a very serious measure. It is not to be undertaken lightly and reasonable attempts to reconcile the needs of the Member's) and the purpose of the Club should be considered.
Section 1.2 Any Member who misrepresents his identity or age on his membership application shall be have their Membership revoked automatically.
Section 1.1 Membership in the Club may be revoked by a unanimous vote of the Board of Directors.
Section 2.0 A Board member must petition the Board at least fourteen days before a Board meeting to revoke a Member's membership.
Section 2.1 The Member shall be notified by the Secretary via certified U.S. Mail of the petition, and be encouraged to attend the Board meeting.
Section 2.2 The Board will discuss the petition, and solicit input from the Members present.
Section 2.3 The Club Secretary will inform the Member of the Board's decision by U.S. Mail.
Section 3.0 The petition must include one of the following reasons for revocation:
Section 3.1 The Member must be accused of violent behavior at a Club function that either threatened another person or property, or demonstrated behavior not becoming a bear;
Section 3.2 or malicious behavior intended to offend, hurt, or ridicule another person or,
Section 3.3 behavior or actions that are not in the spirit of the Bylaws.
Section 4.0 The Board will be required to vote, in executive session, whether to revoke the membership.
Section 4.1 If the Member is a Board Member, he will not participate in the vote and will not attend the executive session.
Section 4.2 In case of multiple petitions, a separate vote will be required for each petition.
Section 5.0 A former Member who has had his membership revoked by a vote of the Board must petition the Board before he can reapply for membership
Section 5.1 The Board will be required to vote, under executive session, whether to allow the former member to reapply.
Section 5.2 If permission is granted by the Board, the former member may rejoin by completing a membership application and paying all applicable dues.
Section 5.3 In the event the former member has not discharged his previous financial obligations to the club, all monies owed the club must also be paid at the time the individual reapplies for membership.

ARTICLE 5:
THE BOARD

Section 1.0 Board Meetings
Section 1.1 Board Meetings shall be scheduled regularly.
Section 1.2 There will be at least nine Board meetings per fiscal year, and at least one Board meeting every two months.
Section 1.3 Meetings are open to the public.
Section 1.4 Only Board Members may vote at Board meetings.
Section 1.5 In addition to the monthly meetings, Board Members may call additional Board or executive meetings at anytime.
Section 1.6 Only Board Members may attend an Executive meeting.
Section 1.7 During an executive meeting, the Board may ask other individuals to attend part of the meeting, if necessary.
Section 1.8 In the event that a Board member is absent from a Board meeting, another Board member will assume the duties of the Board member not present.
Section 1.9 Board Members may enlist volunteers from the Members to aid and assist them in their duties.
Section 1.10 It is understood that the old Board will help the newly elected Board in assuming its duties.
Section 1.11 The Board is empowered to create appointed positions, on an as needed basis, without consulting the membership and with the duties of the position added to the Rules of Procedures.
Section 2.0 Voting at Executive Meetings will be by simple majority vote.
Section 2.1 All Board Members have equal voting power
Section 2.2 The Board is responsible for making decisions and formulating policy to enable the Club to function and thrive.
Section 2.3 The decisions of the Board must be consistent with the Bylaws and previous policy, and should foremost consider the well being of the Club and its Members.
Section 2.4 The Board should be cautious of any conflict of interest or the effects of setting bad precedent. Board Members must make decisions in good conscience and try to obtain as much data as possible before making decisions.
Section 3.0 Board Meeting minutes can be reviewed by any Member at any Board Meeting, or by a special request to the Secretary.
Section 4.0 Rules of Procedures
Section 4.1 The Board shall create a reference manual called Northeast Ursamen Rules of Procedures, the contents of which shall contain important documents and other materials that will facilitate the operation of the Club.
Section 4.2 All serving Board Members shall have a copy.

ARTICLE 6:
OFFICERS, TERMS & DUTIES

Section 1.0 The Officers are the President, Vice-President, Events Coordinator, Secretary, Treasurer, along with the newsletter editor, and the members-at-large constitute the Board.
Section 2.0 Terms
Section 2.1 The term of office for the President, Vice-President, Events Coordinator, Secretary, and Treasurer is two years and begins on 1 January and ends 31 December.
Section 2.2 The term of office for Members-at-Large is one year and begins 1 January and ends 31 December.
Section 2.3 The term of office for the Newsletter Editor ends December 31 of each year. The board appoints the Newsletter Editor.
Section 3.0 Duties
Section 3.1 The President is the official spokesman of the Club. He chairs meetings, and is responsible for the day to day management of the Club.
Section 3.2 The Vice-President is the official representative of the Club if the President is unavailable. His primary responsibility is to notify the membership of Club activities, and he helps the Events Coordinator in the planning and execution of Club events.
Section 3.3 The Secretary takes minutes at all official meetings. He is responsible for all Club correspondence. The Secretary is also responsible for notifying the membership of the Annual Meeting and interim Bylaw changes, maintaining Club records, incorporation paperwork, and the storage or disposition of Club property.
Section 3.4 The Treasurer is responsible for the Club financial records and bank accounts.
He prepares the annual financial statement with the aid of the President.
Section 3.5 The Events-Coordinator researches, investigates and arranges Club activities.
Section 3.6 The Members-at-Large are representatives to the Board for the membership. This office was created to meet the needs of the Club as the number of Members increases. Members-at-Large are full voting Board Members.
Section 3.7 The Newsletter Editor is responsible for the publication and coordinating the circulation of the quarterly publication Bears and Hunters to our club members and affiliated clubs with which we correspond.
Section 3.8 The Webmaster is responsible for maintaining and updating the Club's website and all pertinent related matters.

ARTICLE 7:
ELECTIONS

Section 1.0 The Board is elected at the Election, which is held during the Annual Meeting.
Section 1.1 The President, Secretary, and Events Coordinator are elected in even numbered years.
Section 1.2 The Vice-President and Treasurer are elected in odd numbered years.
Section 1.4 Board vacancies must be filled by the next Annual Meeting, regardless of the year.
Section 1.5 To qualify for office, an individual must have been a Member for at least nine months prior to the Election.
Section 2.0 A Member may only hold one Board position at any given time.
Section 2.1 A Member does not have to be present at the Meeting to be elected to office. However, before the Meeting, the Member must present in writing to the Secretary, a statement detailing his willingness to serve if elected. The statement must include the specific office the member would like to hold.
Section 2.2 Candidates must be nominated by a Member.
Section 3.0 In the event that a quorum is not present, the offices scheduled for election will become vacant on 1 January.
Section 4.0 Voting is by secret ballot, and tallied by the Election Committee.
Section 4.1 To be elected, a candidate must receive greater than 50% of the votes cast at the Annual Meeting, including absentee and proxy votes.
Section 4.2 In the event that no candidate receives greater than 50% of the vote, the candidates with the two largest tallies continue to run for office.
Section 4.3 For a given set of candidates, a vote may only be repeated two times.
Section 4.4 If after three attempts no candidate has secured greater than 50% of the vote, the office will become vacant on 1 January.

ARTICLE 8:
ABSENTEE BALLOTS & PROXY VOTES

Section 1.0 A Member may vote in the Annual Election by proxy or absentee ballot if he cannot attend.
Section 1.1 Any Member may designate in writing another Member as his proxy for the Election.
Section 1.2 No Member may be designated as a proxy for more than one Member for any particular vote.
Section 1.3 Members will be mailed proxy statements and ballots at least fourteen days before the Meeting.
Section 2.0 Completed proxy votes and absentee ballots are to be mailed directly to the Secretary at the Club address.
Section 2.1 A distinct and clearly marked envelope will be provided for proxy votes and absentee ballots that will identify it, without being opened, as a proxy vote or absentee ballot.
Section 2.2 All proxy votes and absentee ballots are to remain sealed until opened by the Election Committee at the Annual Meeting.
Section 2.3 Proxy votes and absentee ballots not handled in the above manner will be considered void, with the Member losing his vote.

ARTICLE 9:
MEETINGS & QUORUMS

Section 1.0 A quorum is required for both the Board Meeting and the Annual Meeting.
Section 1.1 A quorum for a Board Meeting is defined as 75% of the Board Members.
Section 1.2 No vote will be considered valid without a quorum.
Section 1.3 A quorum for bylaw changes at the Annual meeting shall be defined as 40% of the total club members at the close of the fiscal year.
Section 1.4 Proxy votes are allowed at the Annual Meeting, and are counted toward the quorum.

ARTICLE 10:
ANNUAL MEETING

Section 1.0 There shall be an Annual Meeting of the Corporation which will be held on a Saturday in October to commemorate the anniversary of the founding of the Club to satisfy incorporation statutes, at a place decided by the Board.
Section 1.1 The President shall preside over the Meeting.
Section 1.2 At the start of the Annual Meeting an Elections Committee shall be selected, and the President may select a parliamentarian. The parliamentarian is available to assist in resolving procedural conflicts according to known parliamentary procedures.
Section 1.3 The agenda will be prepared by the Board and sent to the membership at least fourteen days before the Meeting.
Section 1.4 The agenda shall include a report from each Board member, a brief summary of Board meetings during the previous year, elections, and votes on ratifying or amending the Bylaws.
Section 2.1 The Election Committee shall consist of no fewer than three and no more than six members.
Section 2.2 A member running for an office cannot serve on the Election Committee.
Section 2.3 The Elections Committee shall be responsible for the handling and the counting of election ballots.
Section 2.4 The Secretary shall provide a copy of the Election Procedures to each committee member.

ARTICLE 11:
MEMBERS-AT-LARGE

Section 1.0 At the March and September board meetings, the secretary shall report the total number of club members.
Section 1.1The Club will have one (1) Member-at-Large for the first one hundred (100) club members and one (1) additional Member-at-Large position for each fifty (50) additional club members.
Section 1.2 The September membership count will determine the total number of Member-at-Large positions that will be on the election ballot at the Annual meeting the following October.

Section 1.3The annual club membership count that occurs in March will be used to determine if any adjustment needs to occur in the number of Member-at-Large positions.
Section 1.4 If the club membership count has risen above the secretary's previous count, the Board may appoint Member-at-Large.
positions in accordance with the aforementioned formula.
Section 1.5 If it is determined that a Member-at-Large position needs to be eliminated, it shall be eliminated either at the end of the term of office, or if a Member-at-Large resigns.

ARTICLE 12:
VACANCIES

Section 1.0 The Board may elect a member to fill a vacated position.
Section 1.1 All remaining board members must attend in person or by phone to vote on the candidates for the vacant position(s).
Section 1.2 The candidate will be elected by a simple majority of voting board members.
Section 1.3 If there is an even number of remaining board members, the outgoing board member may participate to avoid a tie.
Section 1.4 Anyone elected to fill a vacant position will hold that office until 31 December of that year.
Section 1.5 That office will then be scheduled for election by the membership regardless if it were due for election or not that year.
Section 2.0 Member-at-Large position(s) may be filled by Board election if the current number of club members, based on the Secretary's previous club membership count, supports keeping that (those) position(s).
Section 2.1 The Board, through executive session, may decide to either fill a vacant position or keep the position vacant.
Section 2.2 The Board may re-address each vacancy at any Board meeting until such time the decision is to elect a club member to fill the position, or delete the position and re-evaluate the needs with the next scheduled club member count.

ARTICLE 13:
IMPEACHMENT

Section 1.0 A Board Member will be automatically impeached if he is no longer a Member.
Section 1.1 An Officer may be impeached by a majority vote of the Board if he misses on average at least 50% of Board meetings in any six-month period.
Section 1.2 An Officer can also be impeached for financial impropriety.
Section 2.0 An Officer may resign from the Board at any time.

ARTICLE 14:
FINANCIAL MATTERS

Section 1.0 The Club fiscal year is from 1 September to 31 August.
Section 1.1 No part of the income, or assets of the club shall ever be distributed to its members, Board Members or private individuals.
Section 1.2 All Officers have signatory power over Club accounts.
Section 1.3 Club assets are to be used solely for the benefit of the members, in a manner deemed equitable by the Board.
Section 2.0 Within 30 days of the end of the fiscal year, the Treasurer and President will prepare a financial statement detailing revenues, expenditures, membership data, and opening and closing balances of Club accounts.
Section 2.1 It shall be the responsibility of the Treasurer and President to ensure that each Member receives the annual financial statement at least fourteen days before the Election.

ARTICLE 15:
BYLAWS & AMENDMENTS

Section 1.0 The Board may, by unanimous vote, ratify the Bylaws at any Board meeting.
Section 1.1 All Board Members must be present at the vote.
Section 1.2 Said Bylaws will be considered interim, and must be ratified at the next Annual Meeting to become permanent.
Section 1.3 The terms of the Board Members ratifying the Bylaws expire on December 31 following the next Annual Meeting.
Section 1.4 Interim Bylaws become permanent by an 80% majority vote of members present at the Annual Meeting.
Section 1.5 Members may submit to the Secretary, in writing, Bylaw amendments for consideration by the Board.
Section 2.0 If the Board fails to ratify the Bylaws, the Bylaws can be ratified at the next Annual Meeting by a three-quarter-majority vote of the entire membership.
Section 2.1 Members must be notified at least fourteen days before the Annual Meeting that there will be a vote to ratify the Bylaws. They will also be provided a copy of the Bylaws at least fourteen days before the Meeting.
Section 3.0 The Board may, by unanimous vote, amend the Bylaws at any Board meeting.
Section 3.1 All Board Members must be present at the vote.
Section 3.2 Said amendment(s) to the Bylaws will be considered interim, and must be ratified at the next Annual Meeting to become permanent.
Section 3.3 Interim amendments become permanent by an 80% majority vote of Members present at the Annual Meeting.
Section 3.4 If the amendment is not unanimously accepted, but approved by a majority of all the Board Members then the proposed amendment must be ratified at the next Annual Meeting to become part of the Bylaws.
Section 3.5 Proposed amendments become permanent by a three-quarter majority vote of the entire membership.
Section 3.6 Unlike interim amendments, proposed amendments do not take effect until ratification.
Section 4.0 Members must be notified at least fourteen days before the Annual Meeting that there will be a vote to ratify an amendment to the Bylaws.
Section 4.1 They will also be provided a copy of the current Bylaws and the interim or proposed amendments at least fourteen days before the Meeting.

ARTICLE 16:
DISSOLUTION

Section 1.0 The Northeast Ursamen Inc. may be dissolved by unanimous vote of the Board following any Meeting in which a quorum of members was not represented.
Section 1.1 Upon dissolution, assets of the Club remaining after payment of all liabilities, shall be distributed to one or more organizations described in section 501(c) (3) of the Internal Revenue Code of 1954 and fulfilling the requirements of qualifications as a valid recipient of charitable organizations as prescribed in section 170(c) of the Internal Revenue Code of 1954, in such proportions as decided by the Board.
Section 1.2 The President, Vice President, and Treasurer will be responsible for the ensuring that the assets are properly distributed within 180 days of dissolution.

APPENDIX 1:
RATIFICATION AND AMENDMENT HISTORY

1. Interim Bylaws unanimously approved by the Board of Directors on Friday, 26 August 1994 in Hartford, Connecticut.

2. Interim Bylaws ratified by the membership at the Annual Meeting of the Northeast Ursamen, Saturday, 15 October, 1994 in Hartford, Connecticut.

3. Interim Amendments unanimously approved by the Board of Directors on Sunday, 24 September 1995 in Springfield, Massachusetts.

4. Interim Amendments ratified by the membership at the Annual Meeting of the Northeast Ursamen, Saturday, 21 October, 1995 in Hartford, Connecticut.

5. Interim Amendments ratified by the membership at the Annual Meeting of the Northeast Ursamen, Saturday, 23 October, 1999 in Hartford, Connecticut.

6. Interim Amendments unanimously approved by the Board of Directors on Wednesday, 23 August 2000 in South Windsor, Connecticut.

7. Interim Amendments ratified by the membership at the Annual Meeting of the Northeast Ursamen, Saturday, 21 October 2000 in East Hartford, Connecticut.

8. Interim Bylaws were approved in Manchester CT July 30, 2001 for the bylaw changes on illegal substances/acts.

9. Interim bylaw changes were approved in Manchester, Connecticut, September 19, 2001 for article format.

10. Proposed Amendments were ratified by the membership at the Annual Meeting, Saturday, October 20, 2001 in East Hartford, Connecticut.

11. Interim Amendments were unanimously approved in Manchester, Connecticut, August 29, 2002 for Annual meeting voting changes and number of publications of the club newsletter each year.

12. Interim amendment on change of publication of the Northeast Ursamen “Bears and Hunters” from bi-monthly to quarterly was approved in Hamden, CT October 19, 2002. The interim amendment for redefining quorum for the Annual Meeting, was not approved at the October 19, 2002 Annual Meeting in Hamden, CT.

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