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PFLAG Kona/Big Island is a chapter of PFLAG Inc.

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Minutes of the Board

Article I - Name

 

The name of the organization shall be: PFLAG Kona/Big Island; a chapter of PFLAG Inc. PFLAG Kona/Big Island shall hereinafter be referred to as PFLAG Kona/Big Island, PFLAG KBI,  or “the chapter”.

 

Article II - Authority

 

1.    Charter:

       The charter authorizing the organization of PFLAG Kona/Big Island Chapter shall be         granted by the Board of Directors of PFLAG.

 

2.    Bylaws:

       PFLAG KBI shall be subject to the bylaws of PFLAG, a copy of which is      

       attached. The bylaws of PFLAG by virtue of their attachment to these bylaws, are  

       incorporated herein.

 

Article III - Status

 

PFLAG KBI is a chapter of the national PFLAG non-profit organization and is organized and operated exclusively for charitable and educational purposes as dictated by section 501(c)3 of the Internal Revenue Code.

 

Article IV - Purpose and Scope

 

1.      To support the mission of PFLAG Inc. and to promote the health and wellbeing of              gay, lesbian, bisexual, and transgender individuals, their families, and friends    

         through:

 

         a,      Support to cope with an adverse society;

 

         b.      Education to enlighten an ill-informed public;

 

         c.      Advocacy to end discrimination and to secure equal civil rights

 

2.      To hold and manage property and funds for charitable purposes in support of the  

         mission of PFLAG KBI.

 

Article V - Limitations

 

1.      Under no circumstances shall PFLAG KBI fund, endorse, or contribute in

         any way to the election campaign of a candidate for public office, or act in any way

         as to jeopardize the status of PFLAG as a tax-exempt corporation under the Internal

         Revenue Code.

 

2.      PFLAG KBI shall take no legal action without approval from the PFLAG

         Board of Directors.

 

3.      The PFLAG logo may be used on PFLAG KBI publications,

         advertisements, and in materials to be sold for fundraising purposes, letterhead,

         publicity, and whatever other uses are consistent with national objectives and

         authorized by PFLAG KBI as set forth in PFLAG’s Trademark and trade

         Name Licensing Agreement. Any use of the logo requires review and approval of

         the person(s) assigned authority for its use as assigned by the Board of Directors.

 

Article VI - Membership

 

1.      Membership in PFLAG KBI shall be open to residents of the island of Hawaii who    

         subscribe to the purposes of PFLAG West Hawaii and support the chapter through

         the payment of annual dues.

 

2.      Membership dues shall include such dues as required by PFLAG Inc as well as                such dues as set by the PFLAG KBI Board of Directors. Chapter dues may

         be adjusted by the Board of Directors once per fiscal year and must be announced

         at least thirty (30) days prior to taking effect.

 

3.      Membership is renewable annually and may be terminated by voluntary withdrawal,

         failure to pay dues, or by the Board of Directors for actions detrimental to the

         purposes of PFLAG KBI. Involuntary withdrawal must be discussed and

         voted on by a majority vote of all seated members of the Board of Directors.

 

4.      PFLAG KBI membership is confidential and shall not be disclosed outside

         of PFLAG KBI and PFLAG.

 

5.      Membership shall be for a period of one fiscal year. All existing PFLAG KBI

         members will be notified of renewal prior to the conclusion of the current fiscal year.

         PFLAG KBI annual dues (excluding national dues to PFLAG Inc.) shall be

         prorated quarterly for members joining during the current fiscal year.

 

Article VII - Board of Directors

 

1.      The Board of Directors of PFLAG KBI shall consist of up to nine (9) [Five

         (5) members for the period beginning on July 1, 2016 who will serve two fiscal

         years effective October 1, as well as the additional time from July 1 to October 1,

         2016, and an additional four (4) members elected in the fiscal year beginning July

         1, 2017 - this clause will automatically be deleted from the bylaws upon the

         selection of new Board members in July 2017] members in good standing who are

         elected by the general membership of PFLAG KBI at the annual

         membership meeting. Each member of the Board of Directors serves for a period of

         two (2) years, and may serve a maximum of five (5) consecutive terms.

 

2.      Vacancies on the Board of Directors may be filled by appointment by the board for

         the remainder of the vacant seat’s term.

 

3.      The Board of Directors shall conduct the business of PFLAG KBI between

         annual meetings.

 

4.      Quorum for the PFLAG KBI Board of Directors shall consist of 51% (half

         plus one) of current seated members of the Board of Directors.

 

Article VIII - Officers

 

1.      The Board of Directors shall elect officers from among seated board members

         following the annual election of board members by the general membership. Term

         of office for officers shall be one (1) year, and officers may be consecutively

         elected by the board so long as they hold a seat on the Board of Directors.

 

2.      Officers of PFLAG KBI shall consist of a President, Secretary, and

         Treasurer. Additional officers may be elected by the Board of Directors at their

         discretion.

 

3.      The President of PFLAG KBI shall be responsible for presiding over all board

         meetings, annual meetings, and special meetings, shall be the chief

         spokesperson for PFLAG KBI, shall receive and distribute communications

         from PFLAG Inc. to all board members, and shall be signatory to all legally binding

         documents on behalf of PFLAG KBI.

 

4.      The Secretary of PFLAG KBI shall be responsible for recording minutes of

         all regular, annual, and special meetings and maintaining a hard copy record of all

         such minutes as required under section 501(c)3 of the Internal Revenue Code.

         Additionally the Secretary is responsible for assisting the President in preparing

         official correspondence on behalf of PFLAG KBI, notifying membership of

         all regular, annual and special meetings, and preparing meeting agendas.

 

5.      The Treasurer of PFLAG KBI shall be responsible for maintaining all

         financial records, and for presenting regular financial reports to the Board of

         Directors. Such reports may be presented verbally, however a printed report of all

         financial records must be submitted at least once each quarter.

 

6.      In the event that a member of the Board of Directors is found to be willfully

         obstructing the activities of PFLAG KBI, or misrepresenting the interests of

         PFLAG KBI, such Director may be removed from the Board by a majority

         vote of all seated members of the Board of Directors. Such a decision may be

         made at any regular or special meeting of the Board of Directors where sufficient

         notice has been given and such notice included consideration of removal of a

         board member.

 

Article IX - Meetings

 

1.      An annual membership meeting shall be held each year prior to the conclusion of

         the fiscal year. Business of the annual meeting shall include a report on the year’s

         activities of PFLAG KBI by the President, a general financial summary by

         the Treasurer, election of members of the Board of Directors for the upcoming fiscal

         year, and any other such business as determined necessary by the Board of

         Directors. All members of PFLAG KBI who are in good standing and are

         present are entitled to a vote in electing members to the Board of Directors at the

         annual meeting. No votes by proxy will be allowed at the annual membership

         meeting.

 

2.      Regular meetings of the Board of Directors shall be established by the Board and

         recorded in the minutes. Unless specifically designated as an executive session, all

         Board meetings are open to the general membership, however only members of

         the Board of Directors will hold a vote.

 

3.      Special meetings (either of the Board of Directors, or the Membership) may be

         called by the Board of Directors with a majority vote, or by the general membership

         with a petition of at least 10% of current members. Such petitions must include the

         purpose(s) of the special meeting.

 

4.      Notice of all general membership meetings will be distributed to all members via

         email, posted online, and submitted as a press release to local media. In the case

         of the annual membership meeting, notice shall be provided at least thirty (30) days

         in advance. In the case of special membership meetings, notice shall be provided

         at least ten (10) days in advance. Notice of all meetings of the Board of Directors

         shall be distributed by email to members of the Board of Directors ONLY; notice will

         be posted online for those general members who wish to attend. Notice for both

         regular and special meetings of the Board of Directors shall be provided at least

         seven (7) days in advance.

 

5.      In the event that action must be taken by the Board of Directors without a meeting,

         such action may be taken by a majority vote of the board by electronic

         communication, provided that such communication includes all members of the

         Board of Directors (“reply all” emails or text messages, or group facebook

         discussions). In the event of such action, all voting must be completed within 48

         hours of the initial motion or the motion will be considered to have failed.

 

Article X - Fiscal Information

 

1.      The Fiscal Year of PFLAG KBI shall be October 1 to September 30

         annually in order to correspond with the fiscal year of PFLAG Inc.

 

2.      All financial records, books and minutes of all meetings shall be maintained in all

         completeness, and as considered a matter of public record under IRS Code

         501(c)3, shall be made available to members for review upon request. Membership

         lists and personal information are NOT considered public record and should NOT

         be made available to anyone outside of the Board of Directors without proper court

         order.

 

Article XI – Liaison with PFLAG

 

PFLAG KBI shall maintain open communication with the PFLAG organization, submitting such information as requested by the organization in a timely manner.

 

 

Article XII - Amendments

 

These bylaws governing PFLAG KBI may be revised or amended by a two-third vote of all seated members of the Board of Directors at any meeting of the Board of Directors for which adequate notice was provided and such notice included such revisions to the bylaws.

 

Upon revision updated bylaws will be posted to the PFLAG Kona/Big Island website and filed with appropriate PFLAG KBI records. Upon request by any member in good standing, a hard copy of these bylaws will be provided.